Common use of Maintenance of Properties; Insurance Clause in Contracts

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same.

Appears in 6 contracts

Samples: Credit Agreement (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc)

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Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Fourth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same. If any portion of the Mortgaged Properties is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (or any amendment or successor act thereto), the Borrower shall maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance with respect to such property in an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to such Act.

Appears in 5 contracts

Samples: Second Amendment (Sinclair Broadcast Group Inc), Fourth Amendment (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) (i) maintain, preserve and keep its properties and maintain all property material to every part thereof in good repair, working order and condition (except for such properties as the Borrower in good faith determines are not useful in the conduct of its business in good working order or its Subsidiaries’ business), (ii) from time to time make all necessary and conditionproper repairs, renewals, replacements, additions and improvements thereto so that at all times the efficiency thereof shall be fully preserved and maintained (ordinary wear and tear excepted), and (iii) maintain all leases of real or personal property in good standing, free of any defaults by the Credit Party that is party thereto, except, in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain, keep insured at all times with financially sound and reputable insurance companiesinsurers which are satisfactory to the Administrative Agent (i) all of its property of an insurable nature (other than residential tanks and racks and cylinders on a cylinder exchange program), insurance including, without limitation, all real estate, equipment, fixtures and inventories, against fire and other casualties in such amounts a manner and to the extent that like properties are usually insured by others owning properties of a similar character in a similar locality or as otherwise reasonably required by the Administrative Agent, with the proceeds of such casualty insurance payable to the Administrative Agent for the benefit of the Lenders, and (ii) against liability on account of damage to persons or property (including product liability insurance, pollution legal liability insurance and all insurance required under all applicable worker’s compensation laws) caused by it or its officers, members, employees, agents or contractors in such a manner and to the extent that like risks are usually insured by others conducting similar businesses in the places where it conducts its business or as otherwise required by the Administrative Agent; provided, however, that the Borrower may self-insure against casualty all of its property of an insurable nature, so long as (y) no Event of Default has occurred and is continuing under this Agreement, and (z) adequate reserves (as are customarily maintained by customary in the case of self-insured entities of similarly situated companies engaged in the same or a similar businesses operating line of business in accordance with GAAP) are maintained for such purpose. Notwithstanding the foregoing, in the same or similar locations, provided event that any property of the Borrower will in or any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause is not accepted by the Material Third-Party Licensee applicable insurer for each Contract Station (inclusion under the Borrower’s or the Person that owns applicable Subsidiary’s pollution legal liability policy, the Capital Stock of Borrower or such Material Third-Party Licensee) Subsidiary shall not be required to maintain pollution legal liability insurance coverage on such property provided that (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by i) the Borrower and its Subsidiaries under this Section shall name provides the Administrative Agent as loss payee or additional insured with notice of the rejection of such property by the insurer, and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to (ii) at the Administrative Agent’s option, for any occupancy or use of any such property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such propertyshall not be included in the Collateral. The Borrower will advise shall cause the insurers under all of its and its Subsidiaries’ insurance policies to (a) provide the Administrative Agent promptly at least thirty (30) days prior written notice of the termination of any such policy cancellationbefore such termination shall be effective and (b) agree to such other matters in respect of any such casualty insurance as provided in the Administrative Agent’s loss payee endorsement. In addition, reduction or material amendment. After the Sixth Restatement Effective DateBorrower will, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to furnish a written summary of the termination or expiry date amount and type of any insurance required to be maintained carried by the Borrower hereunderand its Subsidiaries, the Borrower shall names of the insurers and the policy numbers, and deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samethereto.

Appears in 5 contracts

Samples: Assignment and Assumption (Inergy L P), Credit Agreement (Inergy L P), 364 Day Credit Agreement (Inergy L P)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company willshall, and will shall cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good repair, working order and condition, excepting ordinary wear and tear exceptedtear, all of its and their respective Property (personal and real) and will make or cause to be made all appropriate repairs, renewals and replacements thereof, in each case where the failure to so maintain, repair, renew or replace would have a Material Adverse Effect. Borrower shall, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, shall cause each of its Subsidiaries to, maintain with insurance companies that have a Best Rating of "A- VII" or higher or other insurance companies reasonably acceptable to Agent that have similar financial resources and stability, which companies shall be qualified to do business in the states where such Property is located, the insurance policies and programs reasonably acceptable to Agent insuring all property and assets material to the operations of Borrower and each Owned Stationof its Subsidiaries against loss or damage by fire, theft, burglary, pilferage and loss in transit and business interruption, together with such other hazards as is reasonably consistent with prudent industry practice, and maintain liability insurance consistent with prudent industry practice with financially sound insurance companies qualified to do business in the states where such Property is located. The insurance policies shall provide that they cannot be terminated or materially modified unless Agent receives thirty (30) days prior written notice of said termination or modification. At Agent's reasonable request, Borrower shall furnish evidence of replacement costs, without cost to Agent, such as are regularly and ordinarily made by insurance companies to determine the then replacement cost of the improvements on any Property of Borrower or any of its Subsidiaries. In the event Borrower fails to cause insurance to be carried as aforesaid, Agent shall have the right (but not the obligation), with the consent of Requisite Lenders, to place and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained hereunder and treat the amounts expended therefor as additional Obligations, payable on demand; provided however, that Agent shall give Borrower five (5) days' prior notice of Agent's intent to place or maintain such insurance during which time Borrower shall have the opportunity to obtain such insurance. All of the insurance policies required hereunder shall be in form and substance reasonably satisfactory to Agent. Agent hereby agrees that Borrower may use blanket policies to satisfy the requirements of this Section 7.01(e), approves the issuer, form and content of all insurance policies currently carried by the Borrower and its Subsidiaries under agrees that such insurance satisfies the requirements of this Section shall name the Administrative 7.01(e). Furthermore, Agent as loss payee or additional insured and shall provide agrees that it will not be canceled unreasonable in exercising any right hereunder to require Borrower to modify, alter or reduced, supplement its insurance policies or allowed coverage or in exercising any right it may have hereunder to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for approve any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The changes Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy may hereafter make with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameits insurance.

Appears in 5 contracts

Samples: Credit Agreement (Manufactured Home Communities Inc), Credit Agreement (Manufactured Home Communities Inc), Credit Agreement (Manufactured Home Communities Inc)

Maintenance of Properties; Insurance. (a) Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to: (i) except as permitted in Section 6.03, preserve and maintain its existence and all of its rights, privileges and franchises and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect; (aii) keep books of record and maintain account in accordance with GAAP; (iii) comply with all property material Governmental Requirements if failure to the conduct of its business in good working order and condition, ordinary wear and tear excepted, comply with such requirements could reasonably be expected to have a Material Adverse Effect; and (biv) maintainkeep, with or cause to be kept, insured by financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained insurers all Property of a character usually insured by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situatedsituated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance against risks as is usually carried by such Persons. Each policy All policies of property insurance required shall either have attached thereto a “lender’s loss payable endorsement” for the benefit of the Administrative Agent, as loss payee in form reasonably satisfactory to be maintained by the Borrower and its Subsidiaries under this Section Administrative Agent or shall name the Administrative Agent as loss payee an additional insured, as applicable. All policies or additional insured certificates of insurance shall set forth the coverage, the limits of liability, the name of the carrier, the policy number, and the period of coverage. All such policies shall provide contain a provision that it notwithstanding any contrary agreements between the Credit Parties, their respective Subsidiaries, and the applicable insurance company, such policies will not be canceled or reduced, or allowed to lapse without renewal, except after not less than at least 30 days’ prior written notice to the Administrative AgentAgent (or at least 10 days’ for non-payment of premium). In the event that, for any occupancy or use notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.05, the proceeds of any property for purposes more hazardous than permitted by insurance policy described above are paid to any Credit Party or a Subsidiary when an Event of Default has occurred and is continuing, the Borrowers shall deliver such policy nor by any foreclosure or other proceedings relating proceeds to such property. The Borrower will advise the Administrative Agent promptly immediately upon receipt. Waiver of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request subrogation shall apply in favor of the Administrative Agent at in connection with any time or from time to time, not later than 15 Business Days prior to the termination or expiry date general liability insurance policy of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameCredit Party.

Appears in 5 contracts

Samples: Credit Agreement (Unit Corp), Credit Agreement (Unit Corp), Credit Agreement (Unit Corp)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Fifth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same. If any portion of the Mortgaged Properties is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (or any amendment or successor act thereto), the Borrower shall maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance with respect to such property in an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to such Act.

Appears in 4 contracts

Samples: Credit Agreement (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts and against such risks (including all-risk, property damage, crime/fidelity, business interruption and commercial general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that locations and (ii) all insurance required pursuant to the Collateral Documents. The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use certificates of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such propertyinsurance providing proof of the insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements which provide that (x) the Administrative Agent is lender loss payee on all “All Risk” property damage insurance policies, and (y) the Administrative Agent is an additional insured on all commercial general liability policies as required by contract. So long as no Event of insurance evidencing that such insurance Default has been renewed, subject only to the payment of premiums as they become due. In additionoccurred and is continuing, the Borrower will not modify in and its Subsidiaries shall be entitled to receive payment of all insurance proceeds. In the event the Borrower or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to thereto which the Administrative Agent and, if required deems advisable. All sums so disbursed by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests shall constitute part of the Lenders and the Administrative AgentObligations, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samein this Agreement.

Appears in 4 contracts

Samples: Credit Agreement (Deluxe Corp), Credit Agreement (Deluxe Corp), Credit Agreement (Deluxe Corp)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and Credit Parties will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear exceptedexcepted (other than obsolete, worn out or surplus equipment), and (b) maintainmaintain insurance, with financially sound and reputable insurance companies, as may be required by law, and such other insurance in such amounts and against such risks as are customarily maintained by companies of established reputation engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itselfincluding business interruption insurance, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty product liability insurance and insurance against claims and damages with respect to defamationmedia perils insurance, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness)in each case, in such amounts (after giving effect to self-insurance) with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such companies. Without limiting the generality of the foregoing, the Credit Parties will maintain or cause to be maintained (or provide evidence reasonably acceptable to the Administrative Agent that such insurance is not available at a reasonable cost) (i) replacement value property insurance on the Collateral under such policies of insurance and (ii)(x) with respect to each property located in California on the Closing Date, such policies of earthquake insurance as are then currently maintained by the Credit Parties, so long as the same remain available at commercially reasonable rates and (y) for each property located in California acquired after the Closing Date such additional policies of earthquake insurance with similar scope and amounts as the policies maintained by the Credit Parties on the Closing Date, in each case, in such amounts (after giving effect to self-insurance) with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for Persons by companies of established reputation engaged in the same or similar businesses operating in the same or similar locations. Such policies of insurance with respect to the Credit Parties shall (x) name the Collateral Agent, Administrative Agent and Term Loan Agent as additional insureds thereunder as their interests may appear and (y) in the case of each business similarly situated. Each policy of interruption and property insurance required policy, contain a loss payable clause or endorsement, satisfactory in form and substance to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent that names the Collateral Agent for the benefit of the Senior Lenders as the loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed thereunder (except with respect to lapse without renewal, except after not losses of less than $1,500,000 per occurrence, which may be paid directly to Borrower provided no Default is continuing) and provides for at least 30 days’ prior written notice to the Administrative Agent, for any occupancy or use Collateral Agent of any property for purposes more hazardous than permitted by modifications or cancellation of such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days except that only 10 days’ prior to the termination or expiry date of any insurance written notice shall be required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the for cancellation for non-payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samepremium.

Appears in 4 contracts

Samples: Term Loan Agreement (Lbi Media Inc), Credit Agreement (Lbi Media Holdings Inc), Credit Agreement (Lbi Media Holdings Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company Holdings will, and will cause each of the Borrower’s Material Subsidiaries to, (a) keep and maintain all tangible property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain locations and (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licenseeii) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property all insurance required pursuant to be maintained by the Borrower Collateral Documents. Holdings and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it Borrowers will not be canceled or reducedfurnish to the Lenders, or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy information in reasonable detail as to the insurance so maintained. Holdings and the Borrowers shall, within 90 days following the Closing Date (or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating later date to such property. The Borrower will advise which the Administrative Agent promptly of any policy cancellationconsents, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, such consent not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall unreasonably withheld or delayed) deliver to the Administrative Agent certificates and the Collateral Agent endorsements (x) to all “All Risk” physical damage insurance policies on all of insurance evidencing that such insurance has been renewedthe Loan Parties’ tangible personal property and assets located in the United States of America naming the Collateral Agent as lender loss payee, subject only and (y) to all general liability policies naming the payment of premiums as they become dueAdministrative Agent and the Collateral Agent an additional insured. In additionthe event Holdings, the Borrower will not modify in Borrowers or any material respect of their respective Material Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to thereto which the Administrative Agent and, if required deems advisable. All sums so disbursed by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests shall constitute part of the Lenders and the Administrative AgentObligations, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samein this Agreement.

Appears in 4 contracts

Samples: Credit Agreement (Icon PLC), Credit Agreement (Icon PLC), Credit Agreement (Icon PLC)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the . The Borrower will in any event maintain (with respect to itself, cause each of its Restricted Subsidiaries to (a) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, keep and each Owned Station)maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licenseeb) to maintain (maintain, with respect to itself financially sound and such Contract Station)reputable insurance companies, casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts and against such risks as are then customary for Persons customarily maintained by companies engaged in the same or similar business similarly situatedbusinesses operating in the same or similar locations. Each such policy of property liability or casualty insurance required to be maintained by or on behalf of Loan Parties shall (a) in the Borrower case of each liability insurance policy (other than workers’ compensation, director and its Subsidiaries under this Section shall officer liability or other policies in which such endorsements are not customary), name the Administrative Agent Collateral Trustee, on behalf of the Secured Parties, as an additional insured thereunder, (b) in the case of each casualty insurance policy, contain a lender’s loss payable clause or endorsement that names the Collateral Trustee, on behalf of the Secured Parties, as the lender’s loss payee or additional insured thereunder and shall (c) provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than for at least 30 days’ (or such shorter number of days as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent, for any occupancy or use Agent of any property for purposes more hazardous than permitted cancellation of such policy. With respect to each Mortgaged Property that is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, the applicable Loan Party has obtained, and will maintain, with financially sound and reputable insurance companies, such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellationflood insurance as is required under applicable law, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request including Regulation H of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders Board and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameFlood Insurance Laws.

Appears in 4 contracts

Samples: Credit Agreement (SPRINT Corp), Credit Agreement (SPRINT Corp), Credit Agreement (SPRINT Corp)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of business of the Borrower and its business Restricted Subsidiaries, taken as a whole, in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers insurance in such amounts and against such risks as are is customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the . The Borrower will in any event maintain (with respect furnish to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced(for distribution to the Lenders), or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted information in reasonable detail as to the insurance so maintained. On the 90th day to occur after the Effective Date (unless extended by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunderin its sole discretion), the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies of the Borrower and the Subsidiary Guarantors naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies of the payment of premiums as they become dueBorrower and the Subsidiary Guarantors naming the Administrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Restricted Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 4 contracts

Samples: Credit Agreement (Myriad Genetics Inc), Credit Agreement (Myriad Genetics Inc), Credit Agreement (Myriad Genetics Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the . The Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice furnish to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the reasonable request of the Administrative Agent at any time or from time to timeAgent, not later than 15 Business Days prior information in reasonable detail as to the termination or expiry date of any insurance required to be maintained by the Borrower hereunderso maintained, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the tangible personal property and assets insurance policies of the Borrower and the Subsidiary Guarantors naming the Administrative Agent as lender loss payee, and (y) to all general liability and other liability policies of the Borrower and the Subsidiary Guarantors naming the Administrative Agent an additional insured. In the event the Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance evidencing and pay such premiums and take any other action with respect thereto which the sameAdministrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding.

Appears in 3 contracts

Samples: Credit Agreement (Microchip Technology Inc), Credit Agreement (Microchip Technology Inc), Credit Agreement (Microchip Technology Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of business of the Borrower and its business Subsidiaries in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that the . The Borrower will in any event maintain (with respect furnish to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced(for distribution to the Lenders), or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies of the Borrower and the Subsidiary Guarantors naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies of the payment of premiums as they become dueBorrower and the Subsidiary Guarantors naming the Administrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 3 contracts

Samples: Credit Agreement (Quality Systems, Inc), Credit Agreement (Nextgen Healthcare, Inc.), Credit Agreement (Quality Systems, Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of its Subsidiaries to (and, to the Borrower’s Subsidiaries extent permitted by applicable law, cause the Material Associated Practices to), (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companiescompanies which are not Affiliates of the Borrower (i) insurance with respect to its properties and business, insurance in such amounts and the properties and business of its Subsidiaries and the Associated Practices, against such risks as are loss or damage of the kinds customarily maintained insured against by companies engaged in the same or similar businesses operating in the same or similar locationslocations (including, provided that the Borrower will in any event maintain (with respect to itselfevent, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty flood insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged described in the same or similar business similarly situated. Each policy definition of property and required by the Real Estate Documents) and (ii) all insurance required to be maintained pursuant to the Collateral Documents, and will, upon request of the Administrative Agent, furnish to each Lender at reasonable intervals a certificate of a Responsible Officer setting forth the nature and extent of all insurance maintained by the Borrower, its Subsidiaries and the Material Associated Practices in accordance with this Section (and if requested by the Administrative Agent or any Lender a copy of any policy referenced therein if not already delivered), and (c) solely with respect to any such insurance held by the Borrower and and/ its Subsidiaries under this Section Subsidiaries, at all times shall name the Administrative Agent as additional insured on all liability policies of the Borrower and its Subsidiaries and as lender loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed (pursuant to lapse without renewal, except after not less than 30 days’ written notice to a loss payee endorsement approved by the Administrative Agent, for any occupancy or use of any ) on all casualty and property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request insurance policies of the Administrative Agent at any time or from time to timeBorrower and its Subsidiaries; provided, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy (except with respect to casualty or third-party liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modifiedinsurance) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower 5.8 shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever apply to any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameAPC Excluded Assets.

Appears in 3 contracts

Samples: Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding The Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, companies (i) insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locationslocations and (ii) all insurance required pursuant to the Collateral Documents. The Company will furnish to the Lenders, provided that upon the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station)request of, and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station)extent requested by, casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower Company shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets insurance evidencing that policies naming the Administrative Agent as lender loss payee, and (y) to all general liability and other liability policies naming the Administrative Agent an additional insured. Except during the continuation of an Event of Default, all proceeds of such insurance has been renewed, subject only shall be payable to or at the payment discretion of premiums as they become duethe Company. In addition, the Borrower will not modify in event the Company or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Company will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 3 contracts

Samples: And Restatement Agreement (Cimpress N.V.), Credit Agreement (Cimpress N.V.), Credit Agreement (Cimpress N.V.)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear and casualty excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers insurance in such amounts and against such risks loss and damage, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that the . The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 3 contracts

Samples: Credit Agreement (Angiodynamics Inc), Credit Agreement (Angiodynamics Inc), Credit Agreement (Angiodynamics Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, Restricted Subsidiary and use commercially reasonable efforts to (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, in accordance with prudent industry standards in the surrounding area and in compliance in all material respects with all laws and all applicable contracts, servitudes, leases and agreements, and from time make all appropriate repairs, renewals and replacements needed to enable the business and operations carried on in connection therewith to be promptly and advantageously conducted at all times consistent with such Person’s past practices and (b) (i) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locationslocations or (ii) at all times on and after the Effective Date, provided that be listed as a named insured under insurance policies maintained by Antero and which satisfy the criteria for insurance described in clause (b)(i) of this Section 6.05. On or prior to the Effective Date and thereafter, upon request of the Administrative Agent, Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to furnish or cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by furnished to the Administrative Agent from time to time a summary of the respective insurance coverage of Borrower and its Restricted Subsidiaries under this Section shall in form and substance reasonably satisfactory to the Administrative Agent, and, if requested, will furnish the Administrative Agent copies of the applicable policies. Borrower will cause any insurance policies covering any such property to be endorsed (x) to provide that such policies may not be cancelled, reduced or affected in any manner for any reason without ten (10) days prior notice to Administrative Agent, (y) to name the Administrative Agent as an additional insured (in the case of all liability insurance policies) and loss payee or additional insured (in the case of all casualty and shall property insurance policies), and (z) to provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums matters as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samemay reasonably require.

Appears in 3 contracts

Samples: Credit Agreement (ANTERO RESOURCES Corp), Credit Agreement (Antero Resources Midstream LLC), Credit Agreement (ANTERO RESOURCES Corp)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear and damage from casualty or condemnation excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. Upon the request of the Lenders, provided that the Borrower will in any event maintain (shall furnish the Lenders from time to time with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts full information as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agentinsurance carried by it and, for any occupancy or use if so requested, copies of any property for purposes more hazardous than permitted by all such policy nor by any foreclosure or other proceedings relating to such propertyinsurance policies. The Borrower will advise shall also furnish to the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, Lenders from time to time upon the request of the Administrative Agent at any time Lenders a certificate, letter or other communication from time the Borrower’s insurance broker or other insurance specialist stating that all premiums then due on the policies relating to timeinsurance on the Collateral have been paid, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such policies are in full force and effect and that such insurance has been renewed, subject only to coverage and such policies comply with all the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions requirements of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar propertiessubsection. The Borrower shall use commercially reasonable efforts to ensure, or cause others to ensure, that all insurance policies required under this subsection shall provide that they shall not obtain be terminated or carry separate cancelled nor shall any such policy be materially changed in a manner adverse to the Borrower without at least 30 days’ prior written notice to the Borrower and the Lenders. Receipt of notice of termination or cancellation of any such insurance concurrent in form policies or contributing in reduction of coverages or amounts thereunder shall entitle the event Lenders to renew any such policies, cause the coverages and amounts thereof to be maintained at levels required pursuant to the first sentence of loss with that required by this Section unless 8.05 or otherwise to obtain similar insurance in place of such policies, in each case at the Administrative Agent is expense of the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameBorrower.

Appears in 3 contracts

Samples: Term Loan Agreement (Corium International, Inc.), Term Loan Agreement (Corium International, Inc.), Term Loan Agreement (Corium International, Inc.)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except for any such failure that could not reasonably be expected to result in a Material Adverse Effect, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks as are considered appropriate by management of the Borrower (but including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that locations and (ii) all insurance required pursuant to the Collateral Documents. The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 2 contracts

Samples: Credit Agreement (MasterBrand, Inc.), Credit Agreement (MasterBrand, Inc.)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company The Obligors will, and will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property material to the conduct of its their business in good working order and conditioncondition (ordinary wear, ordinary wear tear, condemnation and tear casualty excepted), except in any case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain, with financially sound and reputable insurance companies, companies (i) insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, ; provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries the Obligors may self-insure to the same extent as other companies in similar businesses and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other owning similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged properties in the same or similar business similarly situated. Each policy of property general areas in which the Obligors operate and (ii) all insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice pursuant to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such propertyCollateral Documents. The Borrower Obligors will advise furnish to the Administrative Agent Funds, promptly of any policy cancellation, reduction or material amendment. After following the Sixth Restatement Effective Date, upon the reasonable request of the Administrative Agent, on behalf of the Funds, information in reasonable detail as to the insurance so maintained. The Obligors shall deliver to the Agent and maintain endorsements to all “All Risk” physical damage insurance policies on all of the Collateral naming the Agent as lender loss payee. In the event that the Obligors at any time or from time times hereafter shall fail to time, not later than 15 Business Days prior to the termination obtain or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then a Fund may, with the prior written consent of the Majority Funds (which shall not be granted if any policy other Fund has already obtained such insurance or the Obligors have cured the default), without waiving or releasing any obligations or resulting Default hereunder, at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect to casualty or liability insurance without delivering thereto which such Fund deems advisable (with the original copy prior consent of the endorsement reflecting such modification Majority Funds) seven (7) days after notification to the Administrative Agent and, if required Obligors of such intent. All sums so disbursed by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests Funds shall constitute part of the Lenders and the Administrative AgentObligations, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided hereinin this Agreement. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver Obligors will furnish to the Administrative Agent certificates and the Funds prompt written notice of insurance evidencing any casualty or other insured damage to any material portion of the sameCollateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding.

Appears in 2 contracts

Samples: Contribution Deferral Agreement (YRC Worldwide Inc.), Joinder Agreement (Yrc Worldwide Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company willshall, and will shall cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good repair, working order and condition, excepting ordinary wear and tear exceptedtear, all of its and their respective Property (personal and real) and will make or cause to be made all appropriate repairs, renewals and replacements thereof, in each case where the failure to so maintain, repair, renew or replace would have a Material Adverse Effect. Borrower shall, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, shall cause each of its Subsidiaries to, maintain with insurance companies that have a Best Rating of "A- VII" or higher or other insurance companies reasonably acceptable to Lender that have similar financial resources and stability, which companies shall be qualified to do business in the states where such Property is located, the insurance policies and programs reasonably acceptable to Lender insuring all property and assets material to the operations of Borrower and each Owned Station)of its Subsidiaries against loss or damage by fire, theft, burglary, pilferage and loss in transit and business interruption, together with such other hazards as is reasonably consistent with prudent industry practice, and will use maintain liability insurance consistent with prudent industry practice with financially sound insurance companies qualified to do business in the states where such Property is located. The insurance policies shall provide that they cannot be terminated or materially modified unless Lender receives thirty (30) days prior written notice of said termination or modification. At Lender's reasonable request, Borrower shall furnish evidence of replacement costs, without cost to Lender, such as are regularly and ordinarily made by insurance companies to determine the then replacement cost of the improvements on any Property of Borrower or any of its commercially reasonable efforts Subsidiaries. In the event Borrower fails to cause insurance to be carried as aforesaid, Lender shall have the Material Third-Party Licensee for each Contract Station right (or but not the Person that owns the Capital Stock of such Material Third-Party Licenseeobligation) to place and maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained hereunder and treat the amounts expended therefor as additional Obligations, payable on demand; provided however, that Lender shall give Borrower five (5) days' prior notice of Lender's intent to place or maintain such insurance during which time Borrower shall have the opportunity to obtain such insurance. All of the insurance policies required hereunder shall be in form and substance reasonably satisfactory to Lender. Lender hereby agrees that Borrower may use blanket policies to satisfy the requirements of this Section 7.01(e), approves the issuer, form and content of all insurance policies currently carried by the Borrower and its Subsidiaries under agrees that such insurance satisfies the requirements of this Section shall name the Administrative Agent as loss payee or additional insured and shall provide 7.01(e). Furthermore, Lender agrees that it will not be canceled unreasonable in exercising any right hereunder to require Borrower to modify, alter or reduced, supplement its insurance policies or allowed coverage or in exercising any right it may have hereunder to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for approve any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The changes Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy may hereafter make with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameits insurance.

Appears in 2 contracts

Samples: Loan Agreement (Manufactured Home Communities Inc), Loan Agreement (Equity Lifestyle Properties Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) (i) maintain, preserve and keep its properties and maintain all property material to every part thereof in good repair, working order and condition (except for such properties as the Borrower in good faith determines are not useful in the conduct of its business in good working order or its Subsidiaries’ business), (ii) from time to time make all necessary and conditionproper repairs, renewals, replacements, additions and improvements thereto so that at all times the efficiency thereof shall be fully preserved and maintained (ordinary wear and tear excepted), and (iii) maintain all leases of real or personal property in good standing, free of any defaults by the Credit Party that is party thereto, except, in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain, keep insured at all times with financially sound and reputable insurance companiesinsurers which are satisfactory to the Administrative Agent (i) all of its property of an insurable nature, insurance including, without limitation, all real estate, equipment, fixtures and inventories, against fire and other casualties in such amounts a manner and to the extent that like properties are usually insured by others owning properties of a similar character in a similar locality or as otherwise reasonably required by the Administrative Agent, with the proceeds of such casualty insurance payable to the Administrative Agent for the benefit of the Lenders, and (ii) against liability on account of damage to persons or property (including product liability insurance, pollution legal liability insurance and all insurance required under all applicable worker’s compensation laws) caused by it or its officers, members, employees, agents or contractors in such a manner and to the extent that like risks are usually insured by others conducting similar businesses in the places where it conducts its business or as otherwise required by the Administrative Agent; provided, however, that the Borrower may self-insure against casualty all of its property of an insurable nature, so long as (y) no Event of Default has occurred and is continuing under this Agreement, and (z) adequate reserves (as are customarily maintained by customary in the case of self-insured entities of similarly situated companies engaged in the same or a similar businesses operating line of business in accordance with GAAP) are maintained for such purpose. Notwithstanding the foregoing, in the same or similar locations, provided event that any property of the Borrower will in or any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause is not accepted by the Material Third-Party Licensee applicable insurer for each Contract Station (inclusion under the Borrower’s or the Person that owns applicable Subsidiary’s pollution legal liability policy, the Capital Stock of Borrower or such Material Third-Party Licensee) Subsidiary shall not be required to maintain pollution legal liability insurance coverage on such property provided that (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by i) the Borrower and its Subsidiaries under this Section shall name provides the Administrative Agent as loss payee or additional insured with notice of the rejection of such property by the insurer, and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to (ii) at the Administrative Agent’s option, for any occupancy or use of any such property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such propertyshall not be included in the Collateral. The Borrower will advise shall cause the insurers under all of its and its Subsidiaries’ insurance policies to (a) provide the Administrative Agent promptly at least thirty (30) days prior written notice of the termination of any such policy cancellationbefore such termination shall be effective and (b) agree to such other matters in respect of any such casualty insurance as provided in the Administrative Agent’s loss payee endorsement. In addition, reduction or material amendment. After the Sixth Restatement Effective DateBorrower will, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to furnish a written summary of the termination or expiry date amount and type of any insurance required to be maintained carried by the Borrower hereunderand its Subsidiaries, the Borrower shall names of the insurers and the policy numbers, and deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samethereto.

Appears in 2 contracts

Samples: Credit Agreement (Inergy Midstream, L.P.), Credit Agreement (Inergy Midstream, L.P.)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and Credit Parties will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear exceptedexcepted (other than obsolete, worn out or surplus equipment), and (b) maintainmaintain insurance, with financially sound and reputable insurance companies, as may be required by law, and such other insurance in such amounts and against such risks as are customarily maintained by companies of established reputation engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty including business interruption insurance and insurance against claims and damages with respect to defamationmedia perils insurance, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness)in each case, in such amounts (after giving effect to self-insurance) with such deductibles, covering such risks and otherwise on such terms and conditions as are then shall be customary for Persons engaged in such companies. Without limiting the same generality of the foregoing, the Credit Parties will maintain or similar business similarly situated. Each policy of property insurance required cause to be maintained by the Borrower and its Subsidiaries under this Section shall name (or provide evidence reasonably acceptable to the Administrative Agent that such insurance is not available at a reasonable cost) (i) replacement value property insurance on the Collateral under such policies of insurance and (ii) the earthquake coverage which exists as of the Effective Date for so long as such coverage is generally available at commercially reasonable rates. Such policies of insurance with respect to the Credit Parties shall (x) name the Collateral Trustee and Administrative Agent as additional insureds thereunder as their interests may appear and (y) in the case of each business interruption and property insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to the Administrative Agent that names the Collateral Trustee for the benefit of the Secured Parties as the loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed thereunder (except with respect to lapse without renewal, except after not losses of less than $3,000,000 per occurrence, which may be paid directly to Borrower provided no Default is continuing) and provides for at least 30 days’ prior written notice to the Administrative Agent, for any occupancy or use Agent and Collateral Trustee of any property for purposes more hazardous than permitted by modifications or cancellation of such policy nor by except that only 10 days’ prior written notice shall be required for cancellation for non-payment of premium. Administrative Agent may, upon the failure of the Credit Parties to do so in accordance with the Loan Documents, purchase insurance on any foreclosure Collateral and pay for the repair, maintenance or other proceedings relating preservation thereof, and each Credit Party agrees to such property. The Borrower will advise reimburse the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 within ten (10) Business Days prior to the termination after written demand for any payments or expiry date of any insurance required to be maintained expenses incurred by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain Collateral Trustee or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver other Lenders pursuant to the Administrative Agent certificates of insurance evidencing the sameforegoing authorization and any unreimbursed amounts shall constitute Obligations for all purposes hereof.

Appears in 2 contracts

Samples: Credit Agreement (Lbi Media Holdings Inc), Lease Agreement (Lbi Media Holdings Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding The Company will, and will cause each of the Borrower’s Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear exceptedexcept where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect and (b) maintain, maintain with financially sound and reputable insurance companies, (i) insurance with respect to its properties and business, and the properties and business of the Restricted Subsidiaries, in such amounts and against such risks as are loss or damage of the kinds customarily maintained insured against by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect each instance, reasonably acceptable to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced(ii) during the Collateral Period, or allowed to lapse without renewal, except after not less than 30 days’ written notice all insurance required pursuant to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such propertyCollateral Documents. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunderDuring a Collateral Period, the Borrower Company shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the Borrower will not modify in any material respect event the Company or any of the provisions Restricted Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any policy premium in whole or in part relating thereto during the Collateral Period, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. During the Collateral Period, the Company will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 2 contracts

Samples: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding The Company will, and will cause each of the Borrower’s Subsidiaries other Loan Party to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locationslocations and (ii) all insurance required pursuant to the Collateral Documents; provided, provided that the Borrower Loan Parties shall be entitled to self-insure for general liability in a manner consistent with historical practices. The Company will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice furnish to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating upon request, information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower Company shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of insurance evidencing that such insurance has been renewedthe Loan Parties’ tangible personal property and assets naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the Borrower will not modify in event the Company or any material respect other Loan Party at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then after notice to the Company and a reasonable time to cure, the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems reasonably advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Company will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 2 contracts

Samples: Credit Agreement (MATERION Corp), Credit Agreement (MATERION Corp)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding The Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, companies (i) insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locationslocations and (ii) all insurance required pursuant to the Collateral Documents. The Company will furnish to the Lenders, provided that upon the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station)request of, and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station)extent requested by, casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower Company shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets insurance evidencing that policies naming the Administrative Agent as lender loss payee, and (y) to all general liability and other liability policies naming the Administrative Agent an additional insured. Except during the continuation of an Event of Default and except as required pursuant to Section 2.11(c), all proceeds of such insurance has been renewed, subject only shall be payable to or at the payment discretion of premiums as they become duethe Company. In addition, the Borrower will not modify in event the Company or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Company will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 2 contracts

Samples: Credit Agreement (CIMPRESS PLC), Credit Agreement (CIMPRESS PLC)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all tangible property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that locations and (ii) all insurance required pursuant to the Collateral Documents. The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy information in reasonable detail as to the insurance so maintained. Not later than sixty (60) days following the Effective Date (or use of any property for purposes more hazardous than permitted such later date as agreed by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunderin its sole discretion), the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies of the Borrower and the Subsidiary Guarantors naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies of the payment of premiums as they become dueBorrower and the Subsidiary Guarantors naming the Administrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 2 contracts

Samples: Credit Agreement (Eagle Pharmaceuticals, Inc.), Credit Agreement (Eagle Pharmaceuticals, Inc.)

Maintenance of Properties; Insurance. Each of Except where the Borrower and the Holding Company failure to do so would not reasonably be expected to result in a Material Adverse Effect, each Loan Party will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, excepted and except for surplus and obsolete properties and (b) maintain, with financially sound and reputable insurance companies, (i) insurance on such of its property and in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain locations .and (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licenseeii) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property all insurance required pursuant to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it Collateral Documents. Capri Holdings will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice furnish to the Administrative Agent, for upon any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the reasonable request of the Administrative Agent, information in reasonable detail as to the insurance so maintained. Capri Holdings cause the Administrative Agent (x) to be listed as lender loss payee with respect to all “All Risk” physical damage insurance policies on the Collateral of the Company and the other Grantors, and (y) to be listed as an additional insured with respect to all general liability and other liability policies of the Company and the other Grantors. In the event Capri Holdings or any of its Subsidiaries at any time or from time times hereafter shall fail to time, not later than 15 Business Days prior obtain or maintain any of the policies or insurance required herein with respect to the termination Collateral or expiry date of to pay any insurance required to be maintained by premium in whole or in part relating thereto, then the Borrower Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, the Borrower may at any time or times thereafter (but shall deliver be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become duereasonably deems advisable. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required All sums so disbursed by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests shall constitute part of the Lenders and the Administrative AgentObligations, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samein this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Capri Holdings LTD), Credit Agreement (Capri Holdings LTD)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers insurance in such amounts (with no greater risk retention) and against such risks and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that the . The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect thereto which the Administrative Agent reasonably deems advisable; provided that the Administrative Agent provides the Borrower with prior written notice of its intent to casualty or liability obtain such insurance without delivering policies. All sums so disbursed by the original copy Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 2 contracts

Samples: Credit Agreement (Rogers Corp), Credit Agreement (Rogers Corp)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding The Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts and against such risks and such hazards, subject to such deductibles and self-insurance retentions as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain locations and (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licenseeii) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property all insurance required pursuant to be maintained by the Borrower and its Subsidiaries under this Section shall name Collateral Documents during any Collateral Period. During any Collateral Period, the Administrative Agent as loss payee or additional insured and shall provide that it Company will not be canceled or reduced(a) furnish to the Lenders, or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior information in reasonable detail as to the termination or expiry date of any insurance required to be so maintained by the Borrower hereunder, the Borrower shall and (b) deliver to the Administrative Agent certificates endorsements (i) to all “All Risk” physical damage insurance policies on all of the Domestic Loan Parties’ tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lenders’ loss payee, subject only and (ii) to all general liability and other liability policies for the payment Domestic Loan Parties naming the Administrative Agent an additional insured. During the continuance of premiums as they become due. In additionan Event of Default, in the Borrower will not modify in event the Company or any material respect of its Subsidiaries at any time or times shall thereafter fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems reasonably advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. During any Collateral Period, promptly following any Financial Officer obtaining knowledge thereof, the Company will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 2 contracts

Samples: Credit Agreement (Belden Inc.), Credit Agreement (Belden Inc.)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company willwill maintain, and will cause each of the Borrower’s Subsidiaries toLoan Parties to maintain, (a) keep and maintain all property material to the conduct of its business in good repair, working order and condition, condition (ordinary wear and tear excepted) all material properties used in the respective businesses of Borrower and the Loan Parties and will make or cause to be made all appropriate repairs, renewals and (b) replacements thereof. Borrower further will maintain and cause the Loan Parties to maintain, with financially sound and reputable insurers, public liability, property damage and business interruption insurance with respect to its business and properties and the business and properties of the Loan Parties against loss or damage of the kinds and in the amounts customarily carried or maintained by companies of established reputation engaged in similar businesses and will deliver evidence thereof to Agent. Borrower further shall cause Agent, pursuant to endorsements and assignments and assignments in form and substance reasonably satisfactory to be named as loss payee in the case of casualty insurance, additional insured in the case of all liability insurance and assignee in the case of all business interruption insurance. Without limiting the generality of the foregoing, Borrower will cause each Loan Party to (x) maintain or cause to be maintained flood insurance with respect to each Flood Hazard Property in amounts approved by Agent, or provide evidence acceptable to Agent that such insurance is not available and (y) maintain or cause to be maintained replacement value casualty insurance on all tangible Collateral under such policies of insurance, in each case with such insurance companies, insurance in such amounts amounts, with such deductibles, and against covering such terms and risks as are customarily maintained by companies engaged at all times satisfactory to the Agent in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause judgment. Each such policy of insurance shall (A) name the Material Third-Party Licensee Agent for the benefit of the Lenders as an additional insured thereunder as its interests may appear and (B) in the case of each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself business interruption and such Contract Station), casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and insurance against claims and damages with respect substance to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation the Agent that names Agent for the benefit of personal likeness), in such amounts the Lenders as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured thereunder for any covered loss and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ provides for at least thirty (30) days prior written notice to the Administrative Agent, for any occupancy or use Agent of any property for purposes more hazardous than permitted by modifications or cancellation of such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samepolicy.

Appears in 2 contracts

Samples: Credit Agreement (O2wireless Solutions Inc), Credit Agreement (O2wireless Solutions Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear exceptedand casualty and condemnation events excepted and subject to the disposition of property permitted under Section 6.03, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (b) maintain, maintain (i) with insurance companies that the Borrower believe (in the good faith judgment of the management of the Borrower) are financially sound and reputable insurance companiesresponsible at the time the relevant coverage is placed or renewed, insurance in such amounts amounts, subject to such deductibles and against self-insurance retentions, and covering such properties and risks as are customarily maintained by companies engaged the Borrower believes (in the same or similar businesses operating good faith judgment of the management of the Borrower) are reasonable and prudent in light of the same or similar locations, provided that size and nature of its business and (ii) all insurance required pursuant to the Collateral Documents. The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon written request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets insurance policies naming the Administrative Agent as lender loss payee, and (y) to all general liability and other liability policies naming the Administrative Agent an additional insured. In the event the Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance evidencing that and pay such insurance has been renewedpremiums and take any other action with respect thereto which the Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the Obligations, subject only to the payment of premiums payable as they become dueprovided in this Agreement. In additionUpon receiving Knowledge thereof, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 2 contracts

Samples: Credit Agreement (Advisory Board Co), Credit Agreement (Advisory Board Co)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that locations and (ii) all insurance required pursuant to the Collateral Documents. The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 2 contracts

Samples: Credit Agreement (Symmetry Medical Inc.), Credit Agreement (Symmetry Medical Inc.)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the . The Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice furnish to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to timeAgent, not later than 15 Business Days prior information in reasonable detail as to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the so maintained. The Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets and business interruption insurance evidencing that such insurance policies naming the Administrative Agent as lender loss payee (or assignee, with respect to business interruption insurance), and (y) to all general liability and other liability policies naming the Administrative Agent an additional insured. Notwithstanding the foregoing, so long as no Event of Default has been renewed, subject only to the payment of premiums as they become due. In additionoccurred and is continuing, the Borrower will not modify in and its Subsidiaries shall be entitled to receive and retain any material respect proceeds from any such insurance policies. In the event the Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may, following 2 Business Days notice to the Borrower, at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to thereto which the Administrative Agent and, if required deems advisable. All sums so disbursed by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests shall constitute part of the Lenders and Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is and the additional Lenders prompt written notice of any casualty or other insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify damage to any material portion of the Administrative Agent whenever Collateral or the commencement of any such separate insurance is obtained and shall deliver to action or proceeding for the Administrative Agent certificates taking of insurance evidencing any material portion of the sameCollateral or interest therein under power of eminent domain or by condemnation or similar proceeding.

Appears in 2 contracts

Samples: Credit Agreement (Layne Christensen Co), Credit Agreement (Layne Christensen Co)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of the business of the Borrower and its business Subsidiaries taken as a whole in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that locations and (ii) all insurance required pursuant to the Collateral Documents. The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon reasonable request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 2 contracts

Samples: Credit Agreement (M/a-Com Technology Solutions Holdings, Inc.), Credit Agreement (M/a-Com Technology Solutions Holdings, Inc.)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries other Loan Party and each Restricted Subsidiary to, except with respect to Plants Designated for Closure or Sale, Historical Used Equipment and property described in Section 6.03(a)(v)(B), (a) keep and maintain all property (including all Collateral) material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers insurance in such amounts and against covering such properties and risks as are customarily maintained by adequate and customary for companies engaged in of the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons size engaged in the same or similar business similarly situatedand in the same or similar location as the Loan Parties and Restricted Subsidiaries. Each policy The Borrower will furnish to the Lenders, upon request of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets (other than the assets securing the Senior Secured Notes, the Polish Subsidiary Credit Facility, the Existing Leveraged Leases or Permitted Private Placement Debt) and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the Borrower will not modify in event any material respect Loan Party or any Restricted Subsidiary at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, provided that notification requirement shall not apply at any time when the Total Net Leverage Ratio is no greater than 3.00 to 1.00 and (y) will ensure that the Administrative Agentnet proceeds of any such event (whether in the form of insurance proceeds, is condemnation awards or otherwise) are collected and applied in compliance accordance with the applicable provisions of this Section Agreement and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameCollateral Documents.

Appears in 1 contract

Samples: Credit Agreement (Quad/Graphics, Inc.)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain locations and (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licenseeii) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property all insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice pursuant to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such propertyCollateral Documents. The Borrower will advise furnish to the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective DateLenders, upon the request of the Administrative Agent at any time or from time to timeCollateral Agent, not later than 15 Business Days prior information in reasonable detail as to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the so maintained. The Borrower shall deliver to the Administrative Collateral Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Collateral Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueCollateral Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Collateral Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Collateral Agent deems advisable. All sums so disbursed by the Collateral Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Measurement Specialties Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) except if the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, keep and maintain all property material and necessary to the normal conduct of its business in good working order and condition, ordinary wear and tear and damage by fire or other casualty excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts with respect to its properties and business against such risks loss or damage of the kinds customarily insured against by similarly situated Persons of similar size as are customarily maintained by companies the Borrower and its Subsidiaries engaged in the same or similar businesses operating in the same or similar locationsbusiness, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself types and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in are, to the same or knowledge of the Responsible Officers of the Borrower, customarily carried under similar business similarly situatedcircumstances by such other Persons. Each policy The Borrower will furnish to the Lenders, upon the written request of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates upon written notice from the Administrative Agent within a reasonable time after receipt of such written notice, endorsements (x) to all “All Risk” physical damage insurance evidencing that policies on all of the tangible personal property and assets of the Borrower and the Subsidiary Guarantors naming the Administrative Agent as lender loss payee, and (y) to all general liability and other liability policies (other than workers’ compensation, director and officer liability, business interruption or other policies in which such insurance has been renewed, subject only to endorsements are not customary) of the payment of premiums as they become dueBorrower and the Subsidiary Guarantors naming the Administrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter and so long as an Event of Default shall have occurred and be continuing at such time (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by Lenders prompt written notice upon a written report Responsible Officer of the Borrower becoming aware of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Tpi Composites, Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company The Parent will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, companies (i) insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locationslocations and (ii) all insurance required pursuant to the Collateral Documents. The Parent will furnish to the Lenders, provided that upon the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station)request of, and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station)extent requested by, casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower Parent shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets insurance evidencing that policies naming the Administrative Agent as lender loss payee, and (y) to all general liability and other liability policies naming the Administrative Agent an additional insured. Except during the continuation of an Event of Default, all proceeds of such insurance has been renewed, subject only shall be payable to or at the payment discretion of premiums as they become duethe Parent. In addition, the Borrower will not modify in event the Parent or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Parent will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Vistaprint N.V.)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries other Loan Party and each Restricted Subsidiary to, except with respect to Plants Designated for Closure or Sale, Historical Used Equipment and property described in Section 6.03(a)(v)(B), (a) keep and maintain all property (including all Collateral) material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers insurance in such amounts and against covering such properties and risks as are customarily maintained by adequate Table of Contents and customary for companies engaged in of the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons size engaged in the same or similar business similarly situatedand in the same or similar location as the Loan Parties and Restricted Subsidiaries. Each policy The Borrower will furnish to the Lenders, upon request of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets (other than the assets securing the Senior Secured Notes, the Polish Subsidiary Credit Facility, the Existing Leveraged Leases or Permitted Private Placement Debt) and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the Borrower will not modify in event any material respect Loan Party or any Restricted Subsidiary at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the Administrative Agent andand the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, if provided that notification requirement shall not apply at any time when the Total Leverage Ratio is no greater than 3.00 to 1.00 and (y) will ensure that the net proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents. If at any time any Mortgaged Real Property is located in a designated “special flood hazard area” with respect to which flood insurance has been made available under applicable Flood Insurance Laws, the Loan Parties will (i) maintain fully paid flood hazard insurance on such Mortgaged Real Property on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, and (ii) provide within thirty (30) days (or such longer period as the Administrative Agent shall agree) evidence of such coverage as Administrative Agent may reasonably request, including, without limitation, (x) copies of any such flood insurance policies naming the Administrative Agent as loss payee and (y) the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, in each case to the extent requested by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same.

Appears in 1 contract

Samples: Credit Agreement (Quad/Graphics, Inc.)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company The Borrowers will, and will cause each of the Borrower’s their Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of its their business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain locations and (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licenseeii) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property all insurance required pursuant to be maintained by the Borrower and its Subsidiaries under this Section shall name Collateral Documents. The Borrowers will furnish to the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reducedLenders, or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower Borrowers shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the Borrower will not modify in event the Borrowers or any material respect of their Restricted Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any policy time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrowers will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Benefitfocus, Inc.)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries (other than any Inactive Subsidiary) to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear and casualty excepted, and (b) maintain, maintain with financially sound and reputable carriers or through reasonable and adequate self-insurance companies, (i) insurance in such amounts (with no greater risk retention) and against such risks and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that locations and (ii) all insurance required pursuant to the Collateral Documents. The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries (other than any Inactive Subsidiary) at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to thereto which the Administrative Agent and, if required deems advisable. All sums so disbursed by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests shall constitute part of the Lenders and the Administrative AgentObligations, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samein this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Viropharma Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of its Subsidiaries to (and, to the Borrower’s Subsidiaries extent permitted by applicable law, cause the Material Associated Practices to), (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companiescompanies which are not Affiliates of the Borrower (i) insurance with respect to its properties and business, insurance in such amounts and the properties and business of its Subsidiaries and the Associated Practices, against such risks as are loss or damage of the kinds customarily maintained insured against by companies engaged in the same or similar businesses operating in the same or similar locationslocations (including, provided that the Borrower will in any event maintain (with respect to itselfevent, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty flood insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged described in the same or similar business similarly situated. Each policy definition of property and required by the Real Estate Documents) and (ii) all insurance required to be maintained pursuant to the Collateral Documents, and will, upon request of the Administrative Agent, furnish to each Lender at reasonable intervals a certificate of a Responsible Officer setting forth the nature and extent of all insurance maintained by the Borrower, its Subsidiaries and the Material Associated Practices in accordance with this Section (and if requested by the Administrative Agent or any Lender a copy of any policy referenced therein if not already delivered), and (c) solely with respect to any such insurance held by the Borrower and and/ its Subsidiaries under this Section Subsidiaries, at all times shall name the Administrative Agent as additional insured on all liability policies of the Borrower and its Subsidiaries and as lender loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed (pursuant to lapse without renewal, except after not less than 30 days’ written notice to a loss payee endorsement approved by the Administrative Agent, for any occupancy or use of any ) on all casualty and property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request insurance policies of the Administrative Agent at any time or from time to timeBorrower and its Subsidiaries; provided, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy (except with respect to casualty or third-party liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modifiedinsurance) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower 5.8 shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this apply to any APC Excluded Assets. Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same.5.9

Appears in 1 contract

Samples: Credit Agreement (Apollo Medical Holdings, Inc.)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material or cause to the conduct of its business be maintained in good repair, working order and condition, ordinary wear and tear excepted, all of their respective material properties used or useful in the business of Company and its Subsidiaries (bincluding, without limitation, Intellectual Property) maintainand from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof. Company will maintain or cause to be maintained, with financially sound and reputable insurers, insurance with respect to its properties and business and the properties and businesses of its Subsidiaries against loss or damage of the kinds customarily carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses. Without limiting the generality of the foregoing, Company will maintain or cause to be maintained public liability insurance, third party property damage insurance and replacement value insurance on the Collateral (other than growing crops) under such policies of insurance, with such insurance companies, insurance in such amounts and against covering such risks as are customarily maintained by companies engaged at all times satisfactory to Agent in the same its commercially reasonable judgment. Each such policy of insurance that insures against loss or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (damage with respect to itself, each any Collateral or against losses due to business interruption shall name Agent for the benefit of its Subsidiaries Lenders as the loss payee thereunder for any covered loss in excess of $500,000 and each Owned Station), and will use its commercially reasonable efforts shall have attached thereto a loss payable clause acceptable to cause the Material Third-Party Licensee for each Contract Station Agent that shall (or the Person that owns the Capital Stock of such Material Third-Party Licenseei) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained contain an agreement by the Borrower and its Subsidiaries under this Section insurer that any loss thereunder shall name the Administrative be payable to Agent as loss payee notwithstanding any action, inaction or additional insured and shall breach of representation or warranty by Company, (ii) provide that it will not there shall be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, no recourse against Agent for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy or other amounts with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent andthereto, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy and (as so modifiediii) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing provide that at 95 103 least 30 days (15 days in the event of nonpayment of premium) prior written notice of cancellation, material amendment, reduction in scope or limits of coverage or of lapse shall be given to Agent by the insurer. Upon receipt by Agent of any insurance proceeds as loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever payee (i) in respect of any such separate business interruption insurance, (a) Agent shall, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, deliver such insurance is obtained proceeds to Company, and (b) if an Event of Default or Potential Event of Default shall deliver have occurred and be continuing, Agent shall, and Company hereby authorizes Agent to, apply such insurance proceeds to prepay the Loans, and (ii) in respect of any such insurance against loss or damage with respect to any Collateral, (a) to the Administrative extent that Company or any of its Subsidiaries intends to use any such insurance proceeds to repair, restore or replace the assets of Company or Subsidiary in respect of which such insurance proceeds were received, Agent certificates shall, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, (A) in the event the aggregate amount of such insurance evidencing proceeds in respect of any covered loss does not exceed $1,000,000, deliver such insurance proceeds to Company, and Company shall, or shall cause such Subsidiary to, use such insurance proceeds to effect such repair, restoration or replacement, and (B) in the sameevent the aggregate amount of such insurance proceeds exceeds $1,000,000, hold such proceeds in a cash collateral account and so long as Company or any of its Subsidiaries proceeds to repair, restore or replace the assets of Company or such Subsidiary in respect of which such insurance proceeds were received, Agent shall from time to time disburse to Company or such Subsidiary amounts necessary to pay the cost of such repair, restoration or replacement after the receipt by Agent of invoices or other documentation reasonably satisfactory to Agent describing the amount of costs so incurred; provided however that if in the reasonable good faith belief of Agent, Company or such Subsidiary is not proceeding diligently with the repair, restoration or replacement, Agent shall, and Company hereby authorize Agent to, apply such insurance proceeds to prepay the Loans and (b) if an Event of Default or Potential Event of Default shall have occurred and be continuing or to the extent that neither Company nor any of its Subsidiaries intends to use any such insurance proceeds to repair, restore or replace assets of Company or any of its Subsidiaries as described above, Agent shall, and Company hereby authorize Agent to, apply such insurance proceeds to prepay the Loans.

Appears in 1 contract

Samples: Credit Agreement (FWT Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that locations and (ii) all insurance required pursuant to the Collateral Documents. The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies of the Borrower and the Subsidiary Guarantors naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies of the payment of premiums as they become dueBorrower and the Subsidiary Guarantors naming the Administrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Superior Industries International Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s its Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and in the event of the presence of any Hazardous Materials on any of the Material Real Property which is in violation of Environmental Laws, promptly upon discovery thereof, shall (i) take all reasonable and necessary steps to initiate and expeditiously complete all response, corrective, and other action required under Environmental Law or by a Governmental Authority to mitigate and eliminate any such violation or potential liability, and (ii) keep the Administrative Agent informed of their actions and the results of such actions as the Administrative Agent or any Lender shall reasonably request, except where such presence or violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided with the Administrative Agent designated as the loss payee, lenders loss payable, mortgagee or additional named insured in respect of all such policies (other than any such policies (other than flood insurance policies) covering any real property interest, including improvements, that has a fair market value of less than $5,000,000), as applicable (subject to the Borrower will in any event maintain (with respect to itself, each terms of its Subsidiaries and each Owned Stationthe Intercreditor Agreements), and will use its commercially reasonable efforts from time to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) time deliver to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent upon its request a detailed list of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby; it being understood and agreed that, irrespective of the Administrative Agent’s designation as loss payee described above, as to any Casualty Event in respect of which no more than $5,000,000 in aggregate insurance proceeds is payable under any such insurance policy, GEO or additional insured and the relevant Restricted Subsidiary shall be entitled to receive such proceeds directly. Except as otherwise expressly consented to by the Administrative Agent, such insurance policies shall provide that it will not no cancellation, non-renewal or material change in coverage shall be canceled or reduced, or allowed to lapse without renewal, except effective until after not less than 30 days’ prior written notice to the Administrative Agent, for . If any occupancy or use portion of any the property for purposes more hazardous than permitted by such policy nor covered by any foreclosure Mortgage is located in Flood Zone, then GEO shall maintain, or other proceedings relating cause its applicable Restricted Subsidiary to such property. The Borrower will advise maintain, with a financially sound and reputable insurer, flood insurance in an amount as the Administrative Agent promptly or any applicable Lender may from time to time reasonably require, but in no event less that an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to such Flood Act, and shall otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of any policy cancellation1973, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or as amended from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same.

Appears in 1 contract

Samples: Credit Agreement (Geo Group Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company willshall, and will shall cause each of the Borrower’s its Material Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, ; provided that satellite insurance shall not be required. Each such policy of insurance shall (i) name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear, (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to the Administrative Agent, that names the Administrative Agent, on behalf of the Secured Parties, as the loss payee thereunder and (iii) provide for at least thirty days’ prior written notice to the Administrative Agent of any modification or cancellation of such policy. Notwithstanding the foregoing, so long as any Existing Obligations remain outstanding, the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will shall use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall (a) name the Administrative Agent Agent, on behalf of the Secured Parties, as an additional insured thereunder, (b) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, reasonably satisfactory in form and substance to the Administrative Agent, that names the Administrative Agent, on behalf of the Secured Parties, as the loss payee or additional insured thereunder and shall (c) provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than for at least 30 days’ prior written notice to the Administrative AgentAgent of such policy, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating provided that, with respect to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellationclause (b) above, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior terms satisfactory to the termination or expiry date of any insurance required Collateral Agent shall be deemed to be maintained by the Borrower hereunder, the Borrower shall deliver satisfactory to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as extent they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification apply mutatis mutandis to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereundershall, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver cause each of its Material Subsidiaries to, use commercially reasonable efforts, consistent with industry standards, to prosecute, maintain, and enforce all Intellectual Property owned or held by the Borrower or its Material Subsidiaries that is material to the Administrative Agent certificates conduct of insurance evidencing the sameits business.

Appears in 1 contract

Samples: Credit Agreement (Sirius Xm Radio Inc.)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of business of the Borrower and its business Subsidiaries, taken as a whole, in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers insurance in such amounts and against such risks as are is customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the . The Borrower will in any event maintain (with respect furnish to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced(for distribution to the Lenders), or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise On the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After 90th day to occur after the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies of the Borrower and the Subsidiary Guarantors naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies of the payment of premiums as they become dueBorrower and the Subsidiary Guarantors naming the Administrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Myriad Genetics Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all tangible property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that locations and (ii) all insurance required pursuant to the Collateral Documents. The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy information in reasonable detail as to the insurance so maintained. Not later than sixty (60) days following the Effective Date (or use of any property for purposes more hazardous than permitted such later date as agreed by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunderin its sole discretion), the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies of the Borrower and the Subsidiary Guarantors naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies of the payment of premiums as they become dueBorrower and the Subsidiary Guarantors naming the Administrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to thereto which the Administrative Agent and, if required deems advisable. All sums so disbursed by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests shall constitute part of the Lenders and the Administrative AgentObligations, is payable as provided in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar propertiesAgreement. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in will furnish to the event of loss with that required by this Section unless the Exhibit 10.26 Administrative Agent is and the additional Lenders prompt written notice of any casualty or other insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify damage to any material portion of the Administrative Agent whenever Collateral or the commencement of any such separate insurance is obtained and shall deliver to action or proceeding for the Administrative Agent certificates taking of insurance evidencing any material portion of the sameCollateral or interest therein under power of eminent domain or by condemnation or similar proceeding.

Appears in 1 contract

Samples: Credit Agreement (Eagle Pharmaceuticals, Inc.)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding The Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, condition (ordinary wear and tear excepted), except in any case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain, with financially sound and reputable insurance companies, companies (i) insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, ; provided that the Borrower will in any event maintain (with respect to itself, each of the Company and its Subsidiaries may self-insure to the same extent as other companies in similar businesses and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other owning similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged properties in the same general areas in which the Company or similar business similarly situated. Each policy of property each such Subsidiary, as applicable, operates and (ii) all insurance required pursuant to be maintained by the Borrower and its Subsidiaries under this Section shall name Collateral Documents. The Company will furnish to the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reducedLenders, or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower Company shall deliver to the Administrative Agent certificates and maintain endorsements (x) to all “All Risk” physical damage insurance policies on all of insurance evidencing that such insurance has been renewedthe Collateral naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the Borrower will not modify in event the Company or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect thereto which the Administrative Agent deems advisable seven (7) days after notification to casualty or liability insurance without delivering the original copy Company of such intent. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Company will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Yrc Worldwide Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company Holdings will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that locations and (ii) all insurance required pursuant to the Collateral Documents. The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the Borrower will not modify in event Holdings or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) upon prior notice to the Borrower obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (American Medical Systems Holdings Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, insurance with financially sound responsible and reputable insurance companiescompanies or associations (including, insurance without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to their properties (including all real properties leased or owned by them) and business, in such amounts and against covering such risks as are customarily maintained is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will similarly situated and in any event maintain (with respect in amount, adequacy and scope reasonably satisfactory to itselfthe Agent. All policies covering the Collateral other than the Diamond M Ranch Collateral are to be made payable to the Working Capital Loan Agent for the benefit of the Working Capital Loan Lenders and the Lenders, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness)as their respective interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such amounts other provisions as are then customary for Persons engaged the Agent may require to fully protect the Lenders' interest in the same or similar business similarly situated. Each policy of property insurance required such Collateral and to any payments to be maintained by made under such policies. All certificates of insurance are to be delivered to the Borrower Working Capital Loan Agent, with the loss payable and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured endorsement in favor of the Working Capital Loan Agent and the Agent, and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after for not less than 30 days' prior written notice to the Administrative Agent, for any occupancy or use Working Capital Loan Agent and the Agent of the exercise of any property right of cancellation. If the Borrower fails to maintain such insurance, the Agent may, if the Working Capital Loan Agent has not done so, arrange for purposes more hazardous than permitted by such policy nor by insurance, but at the Borrower's expense and without any foreclosure or other proceedings relating to such property. The Borrower will advise responsibility on the Administrative Agent promptly of any policy cancellationAgent's part for obtaining the insurance, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request solvency of the Administrative insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence of an Event of Default, the Agent at any time or from time to timeshall have the right, not later than 15 Business Days prior to in the termination or expiry date name of any insurance required to be maintained by the Borrower hereunderLenders, the Borrower shall deliver and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, 35 42 reassignments or other documents that may be necessary to effect the Administrative Agent certificates collection, compromise or settlement of insurance evidencing that any claims under any such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samepolicies.

Appears in 1 contract

Samples: Financing Agreement (Cannondale Corp /)

Maintenance of Properties; Insurance. Each of the Borrower The Company shall maintain, preserve and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain protect all property Property that is material to the conduct of the business of the Company or any of its business Subsidiaries and keep such Property in good repair, working order and conditioncondition and from time to time make, ordinary wear or cause to be made all needful and tear exceptedproper repairs, renewals, additions, improvements and (b) maintain, replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times in accordance with financially sound customary and prudent business practices for similar businesses; and maintain in full force and effect insurance with responsible and reputable insurance companies, insurance companies or associations in such amounts amounts, on such terms and covering such risks, including fire and other risks insured against such risks by extended coverage, as are customarily maintained is usually carried by companies engaged in the same or similar businesses operating and owning similar properties similarly situated and maintain in the same or similar locationsfull force and effect public liability insurance, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages for personal injury or death or property damage occurring in connection with respect to defamationany of its activities or any properties owned, libel, slander, privacy occupied or other similar injury to person or reputation (including misappropriation of personal likeness)controlled by it, in such amounts as are then customary for Persons engaged in it shall reasonably deem necessary, and maintain such other insurance as may be required by law. The Company shall deliver to the same or similar business similarly situated. Each policy Collateral Agent, by no later than thirty (30) days after the Closing, endorsements (y) to all "All Risk" physical damage insurance policies on all of property insurance required to be maintained by the Borrower Company's and its Subsidiaries under this Section shall name Subsidiaries' tangible personal property and assets and business interruption insurance policies naming the Administrative Collateral Agent as loss payee payee, and (z) to all general liability and other liability policies naming the Collateral Agent and each Holder as an additional insured. In the event the Company or additional insured and shall provide that it will not be canceled or reducedany of its Subsidiaries, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time times hereafter shall fail to time, not later than 15 Business Days prior to the termination obtain or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect maintain any of the provisions policies of insurance required herein or to pay any policy premium in whole or in part relating thereto, then the Collateral Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect to casualty or liability insurance without delivering thereto which the original copy of the endorsement reflecting such modification to the Administrative Collateral Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samedeems advisable.

Appears in 1 contract

Samples: Note Purchase Agreement (Wabash National Corp /De)

Maintenance of Properties; Insurance. Each of the The Borrower shall maintain, preserve and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain protect all property that is material to the conduct of the business of the Borrower or any of its business Subsidiaries and keep such property in good repair, working order and conditioncondition and from time to time make, ordinary wear or cause to be made all needful and tear exceptedproper repairs, renewals, additions, improvements and (b) maintain, replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times in accordance with financially sound customary and prudent business practices for similar businesses; and maintain in full force and effect insurance with responsible and reputable insurance companies, insurance companies or associations in such amounts amounts, on such terms and covering such risks, including fire and other risks insured against such risks by extended coverage, as are customarily maintained is usually carried by companies engaged in the same or similar businesses operating and owning similar properties similarly situated and maintain in the same or similar locationsfull force and effect public liability insurance, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages for personal injury or death or property damage occurring in connection with respect to defamationany of its activities or any properties owned, libel, slander, privacy occupied or other similar injury to person or reputation (including misappropriation of personal likeness)controlled by it, in such amounts as are then customary for Persons engaged in the same it shall reasonably deem necessary, and maintain such other insurance as may be required by law or similar business similarly situated. Each policy of property insurance required to as may be maintained reasonably requested by the Borrower and its Subsidiaries under Agent for purposes of assuring compliance with this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property7.1(C). The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (y) to all "All Risk" physical damage insurance policies on all of the Borrower's and its Subsidiaries' tangible personal property and assets and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Agent as loss payee, subject only and (z) to all general liability and other liability policies naming the payment of premiums Agent as they become duean additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries, at any time or times hereafter shall fail to obtain or maintain any of the provisions policies of insurance required herein or to pay any policy premium in whole or in part relating thereto, then the Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect to casualty or liability insurance without delivering thereto which the original copy Agent deems advisable. All sums so disbursed by the Agent shall constitute part of the endorsement reflecting such modification to the Administrative Agent andObligations, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samein this Agreement.

Appears in 1 contract

Samples: Pledge Agreement (CTS Corp)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company Such Loan Party will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companiescompanies which are not Affiliates of any Loan Party insurance with respect to its properties and business, insurance in such amounts and the properties and business of its Subsidiaries, against such risks as are loss or damage of the kinds customarily maintained insured against by companies engaged in the same or similar businesses operating in the same or similar locations, provided that and will, upon request of Administrative Agent, furnish to each Lender at reasonable intervals a certificate of a Responsible Officer setting forth the Borrower will nature and extent of all insurance maintained by Parent and its Subsidiaries in any event maintain accordance with this Section 5.8. On an annual basis (or at such other more frequent intervals as Administrative Agent may request from time to time), such Loan Party shall furnish to Administrative Agent summaries of all insurance policies (and, if requested by Administrative Agent from time to time, true and complete copies thereof) and evidence of insurance in the form of (i) the endorsements required below and (ii) an Axxxx Form 27 with respect to itself, each of its Subsidiaries casualty and each Owned Station), property insurance and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (an Axxxx Form 25 with respect to itself liability insurance and (iii) such Contract Station)other forms as Administrative Agent may reasonably request. Unless Administrative Agent shall agree otherwise, to the extent applicable, each policy shall include endorsements satisfactory to Administrative Agent (i) showing Administrative Agent as the sole lender loss payee with respect to property and casualty insurance and insurance against claims and damages additional insured with respect to defamation, libel, slander, privacy or other similar injury to person or reputation liability insurance; (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ ii) requiring (30) days prior written notice to Administrative Agent in the Administrative Agent, event of cancellation of the policy for any occupancy reason whatsoever; and (iii) specifying that the interest of Administrative Agent shall not be impaired or use invalidated by any act or neglect of any property Person, nor by the occupation of the premises for purposes more hazardous than are permitted by such policy nor by the insurance policy. If Loan Parties fail to provide and pay for any foreclosure or other proceedings relating to such property. The Borrower will advise the insurance, Administrative Agent promptly of any policy cancellationmay, reduction or material amendmentat its option, but shall not be obligated to do so, procure the insurance and charge Loan Parties therefor. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time Each Loan Party agrees to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with promptly as rendered, copies of all reports made to insurance companies. All proceeds (other than proceeds from workers' compensation and D&O insurance) under each insurance policy shall be payable to Administrative Agent. While no Event of Default exists, Loan Parties may settle, adjust, or compromise any insurance claim so long as the provisions proceeds are delivered to Administrative Agent. If a Default or Event of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Default exists, only Administrative Agent is the additional insured thereundershall be authorized to settle, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any adjust, and compromise such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameclaims.

Appears in 1 contract

Samples: Credit Agreement (Freds Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company willExcept as set forth herein, and will each Loan Party shall maintain or cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property material to the conduct of its business be maintained in good repair, working order and condition, ordinary normal wear and tear excepted, all Charged Property and will make or cause to be made all commercially reasonable and appropriate repairs, renewals and replacements thereof. Each of the Loan Parties shall retain and maintain in full force and effect the Mining Properties and shall obtain or maintain the Approvals including, without limitation, easements and water rights necessary for the construction, development and operation of the Mining Properties as currently conducted or contemplated under existing mine plans and, in the case of Approvals with respect to title to the Mining Properties shall maintain all such Approvals (bexcluding, as applicable, any such Approvals with respect to Mining Properties disposed of by the Loan Parties after the date hereof in accordance with this Agreement) maintainand with respect to all other Approvals except where failure to obtain and maintain such Approvals could not have a Material Adverse Effect. The Loan Parties shall maintain adequate equipment for the construction, development and operation of the Mining Properties in a reasonable and prudent manner. The Loan Parties shall, with due diligence and in a reasonable and prudent manner, enforce the material rights granted to it under and in connection with all such Mining Properties, water rights, Approvals and related rights except where failure to enforce such rights could not have a Material Adverse Effect. The Loan Parties shall maintain or cause to be maintained, with financially sound and reputable insurers, public liability and property damage insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each its businesses and properties against loss or damage of its Subsidiaries the kinds customarily carried or maintained by Persons of established reputation engaged in similar businesses and each Owned Station), and will use its commercially reasonable efforts in amounts reasonably acceptable to the Lenders. Each Loan Party shall cause the Material Third-Party Licensee for each Contract Station (or Security Agent, on behalf of the Person that owns the Capital Stock of such Material Third-Party Licensee) Lenders, to maintain (with respect be named as “lender’s loss payee” on all applicable insurance policies relating to itself any Charged Property and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness)as “additional insured” under all applicable liability policies, in such amounts as each case pursuant to appropriate endorsements which are then customary for Persons engaged commercially available, in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower form and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice substance reasonably satisfactory to the Administrative Agent, for any occupancy or use Lenders. If at the time of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date receipt of any insurance required to be maintained by the Borrower hereunderproceeds, the Borrower no Event of Default has occurred and is continuing, such Loan Party shall deliver to the Administrative Agent certificates use any proceeds received from any policies of insurance evidencing that for the replacement of the asset(s) for which such proceeds have been received or for other general corporate purposes. If an Event of Default has occurred and is continuing at the time of receipt of any insurance has been renewedproceeds, subject only to the payment in default of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinionObligations, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower Loan Party shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever offer to apply any such separate insurance is obtained and shall deliver to the Administrative Agent certificates proceeds received from any policies of insurance evidencing relating to any Charged Property to satisfy the sameObligations.

Appears in 1 contract

Samples: Senior Secured Facility Agreement (Klondex Mines LTD)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s its Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and in the event of the presence of any Hazardous Materials on any of the Material Real Property which is in violation of Environmental Laws, promptly upon discovery thereof, shall (i) take all reasonable and necessary steps to initiate and expeditiously complete all response, corrective, and other action required under Environmental Law or by a Governmental Authority to mitigate and eliminate any such violation or potential liability, and (ii) keep the Administrative Agent informed of their actions and the results of such actions as the Administrative Agent or any Lender shall reasonably request, except where such presence or violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent designated as the loss payee payee, lenders loss payable, mortgagee or additional named insured in respect of all such policies (other than any such policies (other than flood insurance policies) covering any real property interest, including improvements, that has a fair market value of less than $5,000,000), as applicable, and from time to time deliver to the Administrative Agent upon its request a detailed list of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby; it being understood and agreed that, irrespective of the Administrative Agent’s designation as described above, as to any Casualty Event in respect of which no more than $5,000,000 in aggregate insurance proceeds is payable under any such insurance policy, GEO or the relevant Restricted Subsidiary shall be entitled to receive such proceeds directly. Except as otherwise expressly consented to by the Administrative Agent, such insurance policies shall provide that it will not no cancellation, non-renewal or material change in coverage shall be canceled or reduced, or allowed to lapse without renewal, except effective until after not less than 30 days’ prior written notice to the Administrative Agent, for . If any occupancy or use portion of any the property for purposes more hazardous than permitted by such policy nor covered by any foreclosure Mortgage is located in Flood Zone, then GEO shall maintain, or other proceedings relating cause its applicable Restricted Subsidiary to such property. The Borrower will advise maintain, with a financially sound and reputable insurer, flood insurance in an amount as the Administrative Agent promptly or any applicable Lender may from time to time reasonably require, but in no event less that an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to such Flood Act, and shall otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of any policy cancellation1973, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or as amended from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same.

Appears in 1 contract

Samples: Credit Agreement (Geo Group Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material or cause to the conduct of its business be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of Company and its Subsidiaries (bincluding, without limitation, Intellectual Property) maintainand from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof. Company will maintain or cause to be maintained, with financially sound and reputable insurance companiesinsurers, insurance in such amounts with respect to its properties and business and the properties and businesses of its Subsidiaries against such risks as are loss or damage (including, without limitation, flood insurance, if necessary or advisable) of the kinds customarily carried or maintained under similar circumstances by companies corporations of established reputation engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will (but in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likenessbusiness interruption insurance), in such amounts (giving effect to self-insurance), with such deductibles and by such methods as are then shall be customary for Persons engaged corporations similarly situated in the industry. Without limiting the generality of the foregoing, Company will maintain or cause to be maintained flood insurance with respect to each Additional Flood Hazard Property (as defined in subsection 6.10) to the extent such Additional Flood Hazard Property is located in a community that participates in the National Flood Insurance Program. Each such policy of insurance that insures against loss or damage with respect to any Collateral or against losses due to business interruption shall name Collateral Agent, for the benefit of Lenders and Existing Lenders, as the loss payee thereunder for any covered loss in excess of $1,000,000 and shall provide for at least 30 days prior written notice to Collateral Agent of any modification or cancellation of such policy. Upon receipt by Collateral Agent of any insurance proceeds as loss payee (i) in respect of any such business interruption insurance, (a) Collateral Agent shall, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, deliver such insurance proceeds to Company, and (b) if an Event of Default or Potential Event of Default shall have occurred and be continuing, Collateral Agent shall, and Company hereby authorizes Collateral Agent to, apply such insurance proceeds to prepay the Loans and the Existing Tranche B Term Loans in the same or similar business similarly situated. Each policy manner as if such insurance proceeds were Net Cash Proceeds of property insurance required an Asset Sale to be maintained by applied as provided in subsection 2.4B(ii)(a) and subsection 2.4B(iii)(c) of the Borrower Existing Credit Agreement, and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use (ii) in respect of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy against loss or damage with respect to casualty any Collateral, (a) to the extent that Company or liability any of its Subsidiaries intends to use any such insurance without delivering proceeds to repair, restore or replace the original copy assets of Company or any of its Subsidiaries in respect of which such insurance proceeds were received, Collateral Agent shall, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, deliver such insurance proceeds to Company, and Company shall use such insurance proceeds to effect such repair, restoration or replacement, and (b) if an Event of Default or Potential Event of Default shall have occurred and be continuing or to the extent that neither Company nor any of its Subsidiaries intends to use any such insurance proceeds to repair, restore or replace assets of Company or any of its Subsidiaries as described above, Collateral Agent shall, and Company hereby authorizes Collateral Agent to, apply such insurance proceeds to prepay the Loans and the Existing Tranche B Term Loans in the same manner as if such insurance proceeds were proceeds of a sale of the endorsement reflecting such modification applicable Collateral to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (be applied as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing provided in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameIntercreditor Agreement.

Appears in 1 contract

Samples: Credit Agreement (Dictaphone Corp /De)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company Loan Party at all times will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear exceptedexcepted and subject to force majeure, and (b) maintain, maintain with financially sound and reputable insurance companiescompanies (i) insurance with respect to its properties and business, insurance and the properties and business of its Subsidiaries, against such casualties and contingencies and of such types and in such amounts and against such risks as are customarily maintained by companies engaged is customary in the same or case of similar businesses operating in the same or similar locations, provided that locations and (ii) furnish to the Administrative Agent no more frequently than annually a certificate of an Responsible Officer of Borrower will in any event maintain (with respect to itself, each setting forth the nature and extent of all insurance maintained by Borrower and its Subsidiaries and each Owned Station)in accordance with this Section, and will use its commercially reasonable efforts (c) subject to cause Section 5.18, name the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock Administrative Agent as additional insured on liability insurance policies of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries and as lender loss payee (pursuant to the lender loss payee endorsement approved by the Administrative Agent) on all casualty and property insurance policies of the Borrower and its Subsidiaries in each case, as appropriate respecting the Collateral. If any “building” or “mobile home” (each as defined in Regulation H as promulgated by the Federal Reserve Board under this Section shall name the Flood Insurance Laws) comprising a portion of any Real Estate constituting Collateral located in the United States of America is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area (each a “Special Flood Hazard Area”) with respect to which flood insurance has been made available under the Flood Insurance Laws, the Borrower will, and the Borrower will cause each of its Subsidiaries to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent as loss payee or additional insured evidence of such compliance in form and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice substance reasonably satisfactory and acceptable to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original including a copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent flood insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samedeclaration page relating thereto.

Appears in 1 contract

Samples: Possession Credit Agreement (Bristow Group Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material or cause to the conduct of its business be maintained in good repair, working order and condition, condition (ordinary wear and tear and casualty events excepted) all material properties used in the business of the Borrower and its Subsidiaries and will make or cause to be made all repairs, renewals and replacements thereof as in the reasonable judgment of the Borrower are necessary to carry on their business. The Borrower will, and (b) maintainwill cause its Subsidiaries to, maintain or cause to be maintained, with financially sound and reputable insurers, public liability and property damage insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each its business and properties and the business and properties of its Subsidiaries against loss or damage of the kinds, and each Owned Station)in the amounts, customarily carried or maintained by corporations of established reputation engaged in similar activities in similar geographic locations and will deliver evidence thereof to the Administrative Agent. The Borrower will, and will use cause its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to Subsidiaries to, also maintain (with respect to itself i) business interruption insurance providing coverage for a period of at least six months and such Contract Station)in an amount not less than (x) $6,000,000 for Xxxxxx General Partner and Xxxxxx, casualty (y) $25,000,000 for CBI and (z) $2,000,000 for ECI and (ii) the environmental insurance in effect on the Closing Date and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation described on ITEM 7.1.3 of the Disclosure Schedule (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide the Lenders acknowledge that it such environmental insurance satisfies the requirements for environmental insurance set forth in this Section). The Borrower will, and will not be canceled or reducedcause its Subsidiaries to, or allowed cause the Administrative Agent, pursuant to lapse without renewal, except after not less than 30 days’ written notice endorsements and/or assignments in form and substance reasonably satisfactory to the Administrative Agent, to be named (x) as lender's loss payee, with respect to all claims at any time in the aggregate in excess of $100,000 (which such loss payee provision shall name the Borrower and the applicable Subsidiary, and the Administrative Agent jointly as loss payees), in the case of property insurance, (y) additional insured in the case of all liability insurance and (z) assignee/loss payee, with respect to all claims at any time in the aggregate in excess of $100,000 (which such assignee/loss payee provision shall name the Borrower and the applicable Subsidiary, and the Administrative Agent jointly as assignees/loss payees), in the case of all business interruption insurance, in each case for any occupancy or use the benefit of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such propertythe Secured Parties. The Borrower will advise represents and warrants that it and each of its Subsidiaries currently maintains all material properties as set forth above and maintains all insurance described above. In the event that the Borrower or a Subsidiary fails to provide the Administrative Agent with evidence of the insurance coverage required by this Agreement promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of after the Administrative Agent requests in writing -63- such evidence, the Administrative Agent may purchase insurance at the Borrower's expense to protect the Administrative Agent's interests in the Collateral. This insurance may, but need not, protect the Borrower's interests. The coverage purchased by the Administrative Agent may not pay any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained claim made by the Borrower hereunder, or any Subsidiary or any claim that is made against the Borrower shall deliver to or any Subsidiary in connection with the Collateral. The Borrower may later cancel any insurance purchased by the Administrative Agent, but only after providing the Administrative Agent certificates of with evidence that the Borrower has obtained insurance evidencing that such as required by this Agreement. If the Administrative Agent purchases insurance has been renewed, subject only to for the payment of premiums as they become due. In additionCollateral, the Borrower will not modify in any material respect any be responsible for the costs of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent andthat insurance, if required including interest and other charges imposed by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects connection with the interests placement of the Lenders and insurance, until the Administrative Agent, is in compliance with effective date of the provisions cancellation or expiration of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar propertiesthe insurance. The Borrower shall not obtain or carry separate costs of the insurance concurrent in form or contributing in may be added to the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided hereinObligations. The Borrower shall immediately notify costs of the Administrative Agent whenever any such separate insurance is obtained and shall deliver to may be more than the Administrative Agent certificates cost of insurance evidencing the sameBorrower or its Subsidiaries are able to obtain on their own.

Appears in 1 contract

Samples: Credit Agreement (Commemorative Brands Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries other Loan Party and each Restricted Subsidiary to, except with respect to Plants Designated for Closure or Sale, Historical Used Equipment and property described in Section 6.03(a)(v)(B), (a) keep and maintain all property (including all Collateral) material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts and against covering such properties and risks as are customarily maintained by adequate and customary for companies engaged in of the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons size engaged in the same or similar business similarly situated. Each policy of property and in the same or similar location as the Loan Parties and Restricted Subsidiaries and (ii) all insurance required pursuant to be maintained by the Collateral Documents. The Borrower and its Subsidiaries under this Section shall name will furnish to the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reducedLenders, or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets (other than the assets securing the Senior Secured Notes, the Polish Subsidiary Credit Facility, the Existing Leveraged Leases or Permitted Private Placement Debt) and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies of the payment of premiums as they become dueLoan Parties naming the Administrative Agent an additional insured. In addition, the Borrower will not modify in event any material respect Loan Party or any Restricted Subsidiary at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the Administrative Agent andand the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, if provided that notification requirement shall not apply at any time when the Total Net Leverage Ratio is no greater than 3.00 to 1.00 and (y) will ensure that the net proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents. If at any time any Mortgaged Real Property is located in a designated “special flood hazard area” with respect to which flood insurance has been made available under applicable Flood Insurance Laws, the Loan Parties will (i) maintain fully paid flood hazard insurance on such Mortgaged Real Property on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, and (ii) provide within thirty (30) days (or such longer period as the Administrative Agent shall agree) evidence of such coverage as Administrative Agent may reasonably request, including, without limitation, (x) copies of any such flood insurance policies naming the Administrative Agent as loss payee and (y) the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, in each case to the extent requested by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same.

Appears in 1 contract

Samples: Credit Agreement (Quad/Graphics, Inc.)

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Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company willThe Credit Parties shall, and will shall cause each of the Borrower’s their Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and conditioncondition (for the purpose for which it is used), ordinary wear and tear and immaterial loss from casualty and condemnation excepted, and (b) maintainmaintain insurance, with financially sound and reputable insurance companies, as may be required by law and such other insurance in such amounts and against such risks as are customarily maintained by similarly sized companies engaged in the same or similar businesses operating in the same or similar locations, including business interruption insurance, product liability insurance and, in the event that any Collateral is located in any area that has been designated by the Federal Emergency Management Agency as a “Special Flood Hazard Area”, flood insurance on such Collateral; provided that the Borrower will Agent and the Lenders agree that the Credit Parties’ insurance policies and coverage levels existing as of the Closing Date are satisfactory to the Agent and the Lenders as of the Closing Date. Without limiting the generality of the foregoing, the Credit Parties shall, and shall cause each of their Subsidiaries to, maintain or cause to be maintained replacement value casualty insurance on the Collateral under such policies of insurance, in any event maintain (each case with such insurance companies, in such amounts, with such deductibles, and covering such terms and risks as are at all times satisfactory to the Agent in its commercially reasonable judgment. All general liability and other liability policies with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-any Credit Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent for the benefit of the Lenders as an additional insured thereunder as its interests may appear, and all business interruption and casualty insurance policies shall contain a loss payable clause or endorsement, satisfactory in form and substance to the Agent that names the Agent for the benefit of the Lenders as the loss payee or additional insured and thereunder. All policies of insurance shall provide that it will not be canceled or reduced, or allowed the insurer shall endeavor to lapse without renewal, except after not less than provide at least 30 days’ days prior written notice to the Administrative Agent, for any occupancy or use Agent of any property for purposes more hazardous than permitted by modifications or cancellation of such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samepolicy.

Appears in 1 contract

Samples: Credit Agreement (Haights Cross Communications Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Material Subsidiaries to, (a) keep and maintain all property property, taken as a whole, material to the conduct of its their business in good working order and condition, ordinary wear and tear excepted, in the reasonable judgment of the Borrower or Material Subsidiary and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, ; provided that (i) the Borrower will in any event maintain (with respect or Material Subsidiary may self-insure to itself, each of its Subsidiaries the extent and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy manner normal for companies of property like size, type and financial condition and (ii) any insurance required to by this Section 5.05(b) may be maintained by the Borrower on behalf of a Material Subsidiary. During each Collateral Trigger Period, subject to the terms of Section 5.14, the Borrower shall cause the loss payable clauses or provisions in such insurance policy or policies insuring any of the Collateral to be endorsed in favor of and made payable to the Administrative Agent as its Subsidiaries under this Section interests may appear, on behalf of the Secured Parties, and such policies shall (a) name the Administrative Agent as an “additional insured” or “lender loss payee or additional insured payee,” as applicable, and shall (b) provide that it the insurer will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 give at least thirty (30) days’ written prior notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver cancellation to the Administrative Agent certificates (or at least ten (10) days’ prior written notice in the case of insurance evidencing that cancellation of such insurance due to non-payment of premiums); provided, that so long as no Event of Default has been renewedoccurred and is then continuing, subject only the Secured Parties will provide any proceeds of such property insurance to the payment of premiums as they become due. In addition, Borrower to the extent that the Borrower will not modify in any material respect any undertakes to apply such proceeds to the reconstruction, replacement or repair of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional property insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samethereby.

Appears in 1 contract

Samples: Credit Agreement (WPX Energy, Inc.)

Maintenance of Properties; Insurance. (a) Each of Holdings and the Borrower and the Holding Company will, and the Borrower will cause each of the Borrower’s its Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companiescompanies which are not Affiliates of the Borrower (i) insurance with respect to its properties and business, insurance in such amounts and the properties and business of its Subsidiaries, against such risks as are loss or damage of the kinds customarily maintained insured against by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain locations and (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licenseeii) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property all insurance required to be maintained pursuant to the Collateral Documents, and will, upon request of the Administrative Agent, furnish to each Lender at reasonable intervals a certificate of a Responsible Officer setting forth the nature and extent of all insurance maintained by Holdings, the Borrower and its Restricted Subsidiaries under in accordance with this Section Section, and (c) at all times shall name the Administrative Agent as additional insured on all liability policies of Holdings, the Borrower and its Restricted Subsidiaries and as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed (pursuant to lapse without renewal, except after not less than 30 days’ written notice to a loss payee endorsement approved by the Administrative Agent) on all casualty and property insurance policies of the Borrower and its Restricted Subsidiaries. (b) With respect to each improved Mortgaged Property that is located in an area identified by the Federal Emergency Management Agency (or any successor agency thereto) as a “special flood hazard area” with respect to which flood insurance has been made available under the Flood Insurance Laws, for any occupancy or use the applicable Loan Party (a) shall obtain and maintain with financially sound and reputable insurance companies which are not Affiliates of any property for purposes more hazardous than permitted by the Borrower, such policy nor by any foreclosure or other proceedings relating to flood insurance in such property. The Borrower will advise reasonable total amount as the Administrative Agent and the Lenders may from time to time reasonably require and otherwise sufficient to comply with all applicable rules and regulations promulgated under the Flood Insurance Laws and (b) promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at or any time or from time to timeLender, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates or such Lender, as applicable, evidence of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify compliance in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification form and substance reasonably acceptable to the Administrative Agent andor such Lender, if required by the Administrative Agent in writingincluding, accompanied by a written report without limitation, evidence of any firm annual renewals of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this flood insurance. Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same5.9.

Appears in 1 contract

Samples: Revolving Credit and Term (Amneal Pharmaceuticals, Inc.)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding The Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain locations and (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licenseeii) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property all insurance required pursuant to be maintained by the Borrower and its Subsidiaries under this Section shall name Collateral Documents. The Company will furnish to the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reducedLenders, or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower Company shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Domestic Loan Parties’ tangible personal property and assets and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the Borrower will not modify in event the Company or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable (in its good faith, reasonable credit judgment). All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Company will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Hardinge Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company willshall, and will shall cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good repair, working order and condition, excepting ordinary wear and tear exceptedtear, all of its and their respective Property (personal and real) and will make or cause to be made all appropriate repairs, renewals and replacements thereof, in each case where the failure to so maintain, repair, renew or replace will have a Material Adverse Effect. Borrower shall, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, shall cause each of its Subsidiaries to, maintain with insurance companies that have a Best Rating of "A- VII" or higher or other insurance companies reasonably acceptable to Agent that have similar financial resources and stability, which companies shall be qualified to do business in the states where such Property is located, the insurance policies and programs reasonably acceptable to Agent insuring all property and assets material to the operations of Borrower and each Owned Stationof its Subsidiaries against loss or damage by fire, theft, burglary, pilferage and loss in transit and business interruption, together with such other hazards as is reasonably consistent with prudent industry practice, and maintain liability insurance consistent with prudent industry practice with financially sound insurance companies qualified to do business in the states where such property is located. The insurance policies shall provide that they cannot be terminated or materially modified unless Agent receives thirty (30) days prior written notice of said termination or modification. At Agent's reasonable request, Borrower shall furnish evidence of replacement costs, without cost to Agent, such as are regularly and ordinarily made by insurance companies to determine the then replacement cost of the improvements on any Property of Borrower or any of its Subsidiaries. In the event Borrower fails to cause insurance to be carried as aforesaid, Agent shall have the right (but not the obligation), with the consent of Requisite Lenders, to place and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained hereunder and treat the amounts expended therefor as additional Obligations, payable on demand; provided, however that Agent shall give Borrower five (5) days' prior notice of Agent's intent to place or maintain such insurance during which time Borrower shall have the opportunity to obtain such insurance. All of the insurance policies required hereunder shall be in form and substance reasonably satisfactory to Agent. Agent hereby agrees that Borrower may use blanket policies to satisfy the requirements of this Section 7.01(e), approves the issuer, form and content of all insurance policies CURRENTLY carried by the Borrower and its Subsidiaries under agrees that such insurance satisfies the requirements of this Section shall name the Administrative 7.01(e). Furthermore, Agent as loss payee or additional insured and shall provide agrees that it will not be canceled unreasonable in exercising any right hereunder to require Borrower to modify, alter or reduced, supplement its insurance policies or allowed coverage or in exercising any right it may have hereunder to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for approve any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The changes Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy may hereafter make with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameits insurance.

Appears in 1 contract

Samples: Credit Agreement (Manufactured Home Communities Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company willLoan Party shall, and will shall cause each of the Borrower’s its Subsidiaries to, (ai) keep and maintain all property Property material to the conduct of its business in good working order and condition, ordinary wear and tear exceptedexcepted and comply and cause each of its Subsidiaries to comply, at all time with the provisions of all Leases pertaining to Material Leasehold Properties to which it is a party as lessee or under which it occupies Property, so as to prevent any loss or forfeiture there or thereunder, and (bii) maintainmaintain insurance, with financially sound and reputable insurance companies, as may be required by law and such other insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided including, without limitation, business interruption and product liability insurance. Such insurance shall be in such minimum amounts that such Person will not be deemed a co-insurer under applicable insurance laws, regulations and policies and otherwise shall be in such amounts, contain such terms, be in such forms and be for such periods as may be reasonably satisfactory to the Borrower Agent. Without limiting the generality of the foregoing, the Loan Parties will maintain or cause to be maintained replacement value casualty insurance on the Collateral under such policies of insurance, in any event maintain (each case with such insurance companies, in such amounts, with such deductibles, and covering such terms and risks as are at all times satisfactory to the Agent in its commercially reasonable judgment. All general liability and other liability policies with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section Loan Parties shall name the Administrative Agent for the benefit of the Lenders as an additional insured thereunder as its interests may appear, and all business interruption and casualty insurance policy shall contain a loss payable clause or endorsement, satisfactory in form and substance to the Agent that names the Agent for the benefit of the Lenders as the loss payee thereunder. All policies covering the Collateral are to be made payable to the Agent for the benefit of the Lenders, as its interests may appear, in case of loss, under a standard non-contributory "lender" or "secured party" clause and are to contain such other provisions as the Agent may require to fully protect the Lenders' interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Agent and the policies are to be premium prepaid, with the loss payable and additional insured endorsement in favor of the Agent and such other Persons as the Agent may designate from time to time, and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after for not less than 30 days' prior written notice to the Administrative Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Agent may arrange for such insurance, but at the Borrowers' expense and without any responsibility on the Agent's part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any occupancy payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or use other documents that may be necessary to effect the collection, compromise or settlement of any property for purposes more hazardous than permitted by such policy nor by claims under any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samepolicies.

Appears in 1 contract

Samples: Financing Agreement (Gerber Scientific Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, Loan Party shall (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintainmaintain insurance, with financially sound and reputable insurance companies, as may be required by law and such other insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that including, without limitation, business interruption insurance. Without limiting the Borrower generality of the foregoing, the Loan Parties will maintain or cause to be maintained replacement value casualty insurance on the Collateral under such policies of insurance, in any event maintain (each case with such insurance companies, in such amounts, with such deductibles, and covering such terms and risks as are standard and customary, available on commercially reasonable terms and at all times satisfactory to the Agent in its commercially reasonable judgment. The Loan Parties shall cause the Agent to be named as lenders’ loss payable, loss payee or mortgagee, as its interest may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of any Collateral, and cause, unless otherwise agreed to itselfby the Agent, each provider of its Subsidiaries any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Agent that it will give the Agent thirty (30) days prior written notice before any such policy or policies shall be altered or cancelled (or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums). Annually, upon expiration of current insurance coverage, the Loan Parties shall provide, or cause to be provided, to the Agent, such evidence of insurance as required by the Agent, including, but not limited to: (i) certified copies of such insurance policies, (ii) evidence of such insurance policies (including, without limitation and each Owned Stationas applicable, AXXXX Form 28 certificates (or similar form of insurance certificate), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee AXXXX Form 25 certificates (or similar form of insurance certificate)), (iii) declaration pages for each Contract Station insurance policy and (or iv) lender’s loss payable endorsement if the Person that owns Agent for the Capital Stock benefit of the Secured Parties is not on the declarations page for such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situatedpolicy. Each policy of property insurance required to be maintained As requested by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating the Loan Parties agree to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only an Authorization to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameShare Insurance Information.

Appears in 1 contract

Samples: Credit and Security Agreement (Ameresco, Inc.)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries other Loan Party and each Restricted Subsidiary to, except with respect to Plants Designated for Closure or Sale, Historical Used Equipment and property described in Section 6.03(a)(v)(B), (a) keep and maintain all property (including all Collateral) material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts and against covering such properties and risks as are customarily maintained by adequate and customary for companies engaged in of the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons size engaged in the same or similar business similarly situated. Each policy of property and in the same or similar location as the Loan Parties and Restricted Subsidiaries and (ii) all insurance required pursuant to be maintained by the Collateral Documents. The Borrower and its Subsidiaries under this Section shall name will furnish to the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reducedLenders, or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets (other than the assets securing the Senior Secured Notes, the Polish Subsidiary Credit Facility, the Existing Leveraged Leases or Permitted Private Placement Debt) and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies of the payment of premiums as they become dueLoan Parties naming the Administrative Agent an additional insured. In addition, the Borrower will not modify in event any material respect Loan Party or any Restricted Subsidiary at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the Administrative Agent andand the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, if provided that notification requirement shall not apply at any time when the Total Net Leverage Ratio is no greater than 3.00 to 1.00 and (y) will 105 ensure that the net proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents. If at any time any Mortgaged Real Property is located in a designated “special flood hazard area” with respect to which flood insurance has been made available under applicable Flood Insurance Laws, the Loan Parties will (i) maintain fully paid flood hazard insurance on such Mortgaged Real Property on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, and (ii) provide within thirty (30) days (or such longer period as the Administrative Agent shall agree) evidence of such coverage as Administrative Agent may reasonably request, including, without limitation, (x) copies of any such flood insurance policies naming the Administrative Agent as loss payee and (y) the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, in each case to the extent requested by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same.

Appears in 1 contract

Samples: Credit Agreement (Quad/Graphics, Inc.)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property (including all Collateral) material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers having a financial strength rating of at least “A” by A.M. Best Company (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that locations and (ii) all insurance required pursuant to the Collateral Documents. The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may, upon prior written notice to the Borrower, at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, and (y) will ensure that the Administrative Agentnet proceeds of any such event (whether in the form of insurance proceeds, is condemnation awards or otherwise) are collected and applied in compliance accordance with the applicable provisions of this Section Agreement and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameCollateral Documents.

Appears in 1 contract

Samples: Credit Agreement (Innerworkings Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding The Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, condition (ordinary wear and tear excepted), except in any case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain, with financially sound and reputable insurance companies, companies (i) insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, ; provided that the Borrower will in any event maintain (with respect to itself, each of the Company and its Subsidiaries may self-insure to the same extent as other companies in similar businesses and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other owning similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged properties in the same general areas in which the Company or similar business similarly situated. Each policy of property each such Subsidiary, as applicable, operates and (ii) all insurance required pursuant to be maintained by the Borrower and its Subsidiaries under this Section shall name Collateral Documents. The Company will furnish to the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reducedLenders, or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower Company shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewedand, subject only at all times prior to the payment Fall-Away Event, maintain endorsements (x) to all “All Risk” physical damage insurance policies on all of premiums the Collateral naming the Administrative Agent as they become duelender loss payee, and (y) to all general liability and other liability policies naming the Administrative Agent an additional insured. In addition, the Borrower will not modify in event the Company or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect thereto which the Administrative Agent deems advisable seven (7) days after notification to casualty or liability insurance without delivering the original copy Company of such intent. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. At all times prior to the Fall-Away Event, theThe Company will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Yrc Worldwide Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding The Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locationslocations and (ii) all insurance required pursuant to the Collateral Documents; provided, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower Company and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it be entitled to self-insure for general liability in a manner consistent with historical practices. The Company will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice furnish to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating upon request, information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower Company shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the Borrower will not modify in event the Company or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then after notice to the Company and a reasonable time to cure, the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems reasonably advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Company will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Brush Engineered Materials Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company The Parent will, and will cause each of the Borrower’s its Material Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companiescompanies which are not Affiliates of the Borrower (i) insurance with respect to its properties and business, insurance in such amounts and the properties and business of the Loan Parties, against such risks as are loss or damage of the kinds customarily maintained insured against by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain locations and (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licenseeii) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property all insurance required to be maintained pursuant to the Collateral Documents, and will, upon request of the Administrative Agent at reasonable intervals provide a certificate of a Responsible Officer of the applicable Loan Party setting forth the nature and extent of all insurance maintained by the Borrower Parent and its Subsidiaries under in accordance with this Section (and if requested by the Administrative Agent or any Lender a copy of any policy referenced therein if not already delivered), (c) at all times shall name the Administrative Agent as additional insured on all liability policies of the Parent and its Subsidiaries and as lender loss payee or additional insured (pursuant to a loss payee endorsement reasonably approved by the Administrative Agent) on all casualty and shall property insurance policies of the Parent and its Subsidiaries and in each case, provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 for at least thirty days’ (or 10 days’ in the case of cancellation for nonpayment of premium) prior written notice to the Administrative Agent, for any occupancy or use Agent of any property for purposes more hazardous than permitted by modification or cancellation of such policy nor and (d) with respect to each improved Mortgaged Property that is located in an area identified by the Federal Emergency Management Agency (or any foreclosure or other proceedings relating successor agency) as a “special flood hazard area” with respect to such property. The which flood insurance has been made available under Flood Insurance Laws, (A) shall obtain and maintain, with financially sound and reputable insurance companies not Affiliates of the Borrower will advise and reasonably acceptable to the Administrative Agent promptly (except to the extent that any insurance company insuring the Mortgaged Property of any policy cancellation, reduction the Borrower or material amendment. After applicable Loan Party ceases to be financially sound and reputable after the Sixth Restatement Effective Closing Date, in which case, the Parent shall promptly replace such insurance company with a financially sound and reputable insurance company), such flood insurance in such reasonable total amount as the Administrative Agent and the Lenders may from time to time reasonably require, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (B) promptly upon the request of the Administrative Agent at or any time or from time to timeLender, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall will deliver to the Administrative Agent certificates or such Lender, as applicable, evidence of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify compliance in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification form and substance reasonably acceptable to the Administrative Agent and, if required by the Administrative Agent and such Lender in writing, accompanied by a written report accordance with subclause (C) of any firm clause (d) of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests Part I of the Lenders and the Administrative Agentdefined term “Real Estate Documents”, is in compliance with the provisions including, without limitation, evidence of this Section and is comparable in all respects with insurance carried by responsible owners and operators annual renewals of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameinsurance.

Appears in 1 contract

Samples: Credit Agreement (OneWater Marine Inc.)

Maintenance of Properties; Insurance. Each of Holdings and the Borrower and the Holding Company will, and will cause each of its Subsidiaries and the Borrower’s Subsidiaries other Credit Parties to, (a) keep and maintain all property that is material to the conduct of the business of the Holdings and its business Subsidiaries, together with the other Credit Parties (including the Borrower), taken as a whole in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locationslocations (including, provided that without limitation, all insurance identified in Schedule 3.17 hereto), and each of Holdings and the Borrower will in furnish to any event maintain (with respect Lender upon request full information as to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situatedcarried. Each policy of property insurance required to be maintained by the Borrower Holdings and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify endorsements in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification form and substance reasonably acceptable to the Administrative Agent and(x) to all “All Risk” physical damage insurance policies on all of the Credit Parties’ tangible real and personal property and assets, if required by hurricane and similar nature disaster insurance policies, and business interruption insurance policies naming the Administrative Agent in writingas lender loss payee and (y) to all general liability, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders property and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless casualty policies naming the Administrative Agent is as an additional insured; provided, that neither Holdings nor the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall be required to deliver to the Administrative Agent certificates such endorsements to any automobile insurance policies. Each of Holdings and the Borrower shall also obtain all additional real property and construction related insurance for the Miami Jai-Alai Facility, the Ft. Xxxxxx Property, the Contractor-Related Property and the Parking Lot Property as the Administrative Agent may request from time to time or as required by the Disbursement Agreement. In the event Holdings, the Borrower or any other Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance evidencing and pay such premiums and take any other action with respect thereto which the sameAdministrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the Obligations, payable as provided in this Agreement. Each of Holdings and the Borrower shall direct (and, if applicable, shall cause the other Credit Parties to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors and any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Administrative Agent, for the benefit of the Holders of Obligations, to the extent such proceeds are required to be used to prepay the Obligations pursuant to the terms hereof or any other Loan Document. Each such policy shall contain a long-form loss-payable endorsement naming the Administrative Agent as lender loss payee, which endorsement shall be in form and substance reasonably acceptable to the Administrative Agent. Subsequent to the Opening Date, the Borrower shall maintain insurance as further described on Schedule 5.05, all of which shall be provided by insurer(s) acceptable to the Administrative Agent and shall be in such amounts and shall provide such coverages as acceptable to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Florida Gaming Corp)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted. The Borrower will, and (b) maintainwill cause each of its Subsidiaries to, with financially sound maintain insurance including, but not limited to, liability, property insurance, commercial general liability, product liability, business interruption, directors’ and reputable insurance companiesofficers’ liability, insurance workers’ compensation/employer’s liability and fidelity coverage insurance, in such amounts and against such risks as are customarily maintained by would be customary for companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each industry and of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts comparable size as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section from financially sound and reputable insurance companies having and maintaining an A.M. Best rating of “A-” or better and being in a size category of VI or larger or otherwise acceptable to the Administrative Agent. In addition to the foregoing, the Borrower further agrees to maintain and pay for insurance upon all goods constituting Collateral wherever located, in storage or in transit in vehicles, vessels or aircraft, including goods evidenced by documents, covering casualty, hazard, commercial general liability and such other risks and in such amounts as would be customary for companies in the same industry and of comparable size as the Borrower, from financially sound and reputable insurance companies having and maintaining an A.M. Best rating of “A-” or better and being in a size category of VI or larger or otherwise acceptable to the Administrative Agent to insure the interest of the Administrative Agent, the Issuing Bank and the Lenders in such Collateral. All such property insurance policies shall name the Administrative Agent as loss payee and all liability insurance policies shall name the Administrative Agent as additional insured. The Borrower shall deliver the original certificates of insurance evidencing that the required insurance is in force together with satisfactory lender’s loss payable and additional insured, as applicable, endorsements. Each policy of insurance or additional insured and endorsement shall provide that it will not be canceled or reduced, or allowed contain a clause requiring the insurer to lapse without renewal, except after give not less than 30 thirty (30) days’ prior written notice to the Administrative Agent, Agent in the event of cancellation or modification of the policy for any occupancy reason whatsoever and a clause that the interest of the Administrative Agent shall not be impaired or use invalidated by any act or neglect of any property the Borrower or owner of the Collateral nor by the occupation of the premises for purposes more hazardous than are permitted by said policy. If the Borrower fails to provide and pay for such policy nor by any foreclosure or other proceedings relating insurance, the Administrative Agent may, at the Borrower’s expense, procure the same, but shall not be required to such propertydo so. The Borrower will advise agrees to deliver to the Administrative Agent, promptly as rendered, true copies of all material reports made in any reporting forms to insurance companies, and such other reports made to insurance companies as the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the may request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Scripps E W Co /De)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding The Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, condition (ordinary wear and tear excepted), except in any case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain, with financially sound and reputable insurance companies, (i) insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, ; provided that the Borrower will in any event maintain (with respect to itself, each of the Company and its Subsidiaries may self-insure to the same extent as other companies in similar businesses and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other owning similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged properties in the same general areas in which the Company or similar business similarly situated. Each policy of property each such Subsidiary, as applicable, operates and (ii) all insurance required pursuant to be maintained by the Borrower and its Subsidiaries under this Section shall name Collateral Documents. The Company will furnish to the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reducedLenders, or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower Company shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewedand, subject only at all times prior to the payment Fall-Away Event, maintain endorsements (x) to all “All Risk” physical damage insurance policies on all of premiums the Collateral naming the Administrative Agent as they become duelender loss payee, and (y) to all general liability and other liability policies naming the Administrative Agent an additional insured. In addition, the Borrower will not modify in event the Company or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect thereto which the Administrative Agent deems advisable seven (7) days after notification to casualty or liability insurance without delivering the original copy Company of such intent. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. At all times prior to the Fall-Away Event, the Company will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Yrc Worldwide Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted. Each Borrower will, and (b) maintainwill cause each of its Subsidiaries to, with financially sound maintain insurance including, but not limited to, liability, property insurance, commercial general liability, product liability, business interruption, directors’ and reputable insurance companiesofficers’ liability, insurance workers’ compensation/employer’s liability and fidelity coverage insurance, in such amounts and against such risks as are customarily maintained by would be customary for companies engaged in the same industry and of comparable size as the Borrowers and their Subsidiaries from financially sound and reputable insurance companies having and maintaining an A.M. Best rating of “A+” or similar businesses operating better and being in a size category of VI or larger or otherwise acceptable to the same or similar locations, provided that Administrative Agent. In addition to the Borrower will in any event maintain (with respect to itselfforegoing, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) Borrower further agrees to maintain (with respect to itself and pay for insurance upon all goods constituting Collateral wherever located, in storage or in transit in vehicles, vessels or aircraft, including goods evidenced by documents, covering casualty, hazard, commercial general liability and such Contract Station), casualty insurance other risks and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then would be customary for Persons engaged companies in the same industry and of comparable size as the Borrower, from financially sound and reputable insurance companies having and maintaining an A.M. Best rating of “A+” or similar business similarly situatedbetter and being in a size category of VI or larger or otherwise acceptable to the Administrative Agent to insure the interest of the Administrative Agent, the Issuing Bank and the Lenders in such Collateral. Each policy of All such property insurance required to be maintained by the Borrower and its Subsidiaries under this Section policies shall name the Administrative Agent as loss payee and all liability insurance policies shall name the Administrative Agent as additional insured. Each Borrower shall deliver the original certificates of insurance evidencing that the required insurance is in force together with satisfactory lender’s loss payable and additional insured, as applicable, endorsements. Each policy of insurance or additional insured and endorsement shall provide that it will not be canceled or reduced, or allowed contain a clause requiring the insurer to lapse without renewal, except after give not less than 30 thirty (30) days’ prior written notice to the Administrative Agent, Agent in the event of cancellation or modification of the policy for any occupancy reason whatsoever and a clause that the interest of the Administrative Agent shall not be impaired or use invalidated by any act or neglect of any property Borrower or owner of the Collateral nor by the occupation of the premises for purposes more hazardous than are permitted by said policy. If any Borrower fails to provide and pay for such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise insurance, the Administrative Agent may, at the Borrowers’ expense, procure the same, but shall not be required to do so. Each Borrower agrees to deliver to the Administrative Agent, promptly as rendered, true copies of all material reports made in any policy cancellationreporting forms to insurance companies, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of and such other reports made to insurance companies as the Administrative Agent at any time or may request from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same.

Appears in 1 contract

Samples: Revolving Credit Agreement (Scripps E W Co /De)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain good and marketable title to all property subject to no Liens except Permitted Liens and keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) maintain, maintain with financially sound and reputable insurance companies, insurance in such amounts with respect to its properties and business, and the properties and business of its Subsidiaries, against such risks as are loss or damage of the kinds customarily maintained insured against by companies engaged in the same or similar businesses operating in the same or similar locations, provided (c) without limiting the foregoing, (i) maintain, if available, fully paid flood hazard insurance on all real property that the Borrower will is located in any event maintain (with respect to itselfa special flood hazard area and that constitutes Collateral, each of its Subsidiaries on such terms and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same required by The National Flood Insurance Reform Act of 1994 or similar business similarly situated. Each policy of property insurance as otherwise required to be maintained by the Borrower and its Subsidiaries under this Section shall name Administrative Agent, (ii) furnish to the Administrative Agent evidence of the renewal (and payment of renewal premiums therefor) of all such policies prior to the expiration or lapse thereof, and (iii) furnish to the Administrative Agent prompt written notice of any redesignation of any such improved real property into or out of a special flood hazard area and (d) cause the Administrative Agent and its successors and/or assigns to be named as lender’s loss payee or mortgagee as its interest may appear, and/or additional insured with respect to any such insurance providing liability coverage or coverage in respect of any Collateral, and shall provide that cause each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice by independent instruments furnished to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower that it will advise give the Administrative Agent promptly of any policy cancellation, reduction thirty days (or material amendment. After the Sixth Restatement Effective Date, upon the request of such lesser amount as the Administrative Agent at may agree) prior written notice before any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower or policies shall not obtain be altered or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samecanceled.

Appears in 1 contract

Samples: Revolving Credit Agreement (Ruby Tuesday Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company The Obligors will, and will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property material to the conduct of its their business in good working order and conditioncondition (ordinary wear, ordinary wear tear, condemnation and tear casualty excepted), except in any case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain, with financially sound and reputable insurance companies, companies (i) insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, ; provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries the Obligors may self-insure to the same extent as other companies in similar businesses and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other owning similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged properties in the same or similar business similarly situated. Each policy of property general areas in which the Obligors operate and (ii) all insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice pursuant to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such propertyCollateral Documents. The Borrower Obligors will advise furnish to the Administrative Agent Funds, promptly of any policy cancellation, reduction or material amendment. After following the Sixth Restatement Effective Date, upon the reasonable request of the Administrative Agent, on behalf of the Funds, information in reasonable detail as to the insurance so maintained. The Obligors shall deliver to the Agent and maintain endorsements to all “All Risk” physical damage insurance policies on all of the First Priority Collateral naming the Agent as lender loss payee. In the event that the Obligors at any time or from time times hereafter shall fail to time, not later than 15 Business Days prior to the termination obtain or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then a Fund may, with the prior written consent of the Majority Funds (which shall not be granted if any policy other Fund has already obtained such insurance or the Obligors have cured the default), without waiving or releasing any obligations or resulting Default hereunder, at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect to casualty or liability insurance without delivering thereto which such Fund deems advisable (with the original copy prior consent of the endorsement reflecting such modification Majority Funds) seven (7) days after notification to the Administrative Agent and, if required Obligors of such intent. All sums so disbursed by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests Funds shall constitute part of the Lenders and the Administrative AgentObligations, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided hereinin this Agreement. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver Obligors will furnish to the Administrative Agent certificates and the Funds prompt written notice of insurance evidencing any casualty or other insured damage to any material portion of the sameFirst Priority Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding.

Appears in 1 contract

Samples: Contribution Deferral Agreement (YRC Worldwide Inc.)

Maintenance of Properties; Insurance. Each of the Borrower The Issuer and the Holding Company Aurora will, and will cause each of the Borrower’s its Subsidiaries to, (ai) keep and maintain all property material to the conduct of its business Property in good working order and condition, ordinary wear and tear excepted, and (bii) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, cause each of its Subsidiaries to maintain insurance coverage as provided in Annex A hereto and (iii) obtain and maintain in effect at all times all material franchises, governmental authorizations, intellectual property rights, licenses and permits, which are necessary for it to own its Property or conduct its business as conducted on the Closing Date. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Holders, as their interests may appear, in case of loss, under a standard non-contributory “issuer” or “secured party” clause and are to contain such other provisions as the Collateral Agent, the Purchasers or the Requisite Holders may require to fully protect the Holders’ interest in the Collateral and any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent and each Owned Station), Holder and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as policies are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by premium prepaid or paid in installments in accordance with the Borrower and its Subsidiaries under this Section shall name prior practice of the Administrative Agent as loss payee or additional insured and shall provide Issuer (provided, that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon at the request of the Administrative Collateral Agent, the Purchasers or the Requisite Holders, as the case may be, all such premiums shall be prepaid), with the loss payable and additional insured endorsement in favor of the Collateral Agent at any time and such other Persons as the Collateral Agent, the Purchasers or the Requisite Holders may designate from time to time, and shall provide for not later less than 15 Business Days thirty (30) days’ prior written notice to the termination or expiry date Collateral Agent and the Holders of the exercise of any right of cancellation. If the Issuer or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent or any Holder may arrange for such insurance, but at the Issuer’s expense and without any responsibility on the part of the Collateral Agent or any Holder for obtaining the insurance, the solvency of the insurance required companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Holders, the Issuer and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. If requested by any Holder or, if applicable, any Collateral Agent, the Issuer will furnish or cause to be maintained by the Borrower hereunder, the Borrower shall deliver furnished to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent Holders and, if required by applicable, to the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Collateral Agent, is a certificate of insurance coverage from the insurer in form and substance satisfactory to the Holders and demonstrating compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same5.1(g).

Appears in 1 contract

Samples: Note Purchase Agreement (Cadence Resources Corp)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company willshall, and will Anixter shall cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material or cause to the conduct of its business be maintained in good repair, working order and condition, excepting ordinary wear and tear exceptedand damage, due to casualty or condemnation, all Property material to its operations and will make or cause to be made all appropriate repairs, renewals and replacements thereof. Each Borrower shall, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, Anixter shall cause each of its Subsidiaries to, maintain with financially sound insurance companies, which companies shall be licensed to do business in the states or other jurisdictions where such Property is located, the insurance policies and each Owned Station)programs, and will use its commercially reasonable efforts to cause the Material Thirdincluding, self-Party Licensee for each Contract Station insurance retention levels, listed on Schedule 7.05 hereto (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself substantially similar programs or policies and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy amounts or other similar injury programs, policies and amounts acceptable to person or reputation (including misappropriation the Requisite Lenders) insuring all Property and other assets material to the operations of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower Anixter and its Subsidiaries under this Section shall name against loss or damage by fire, theft, burglary, pilferage and loss in transit and business interruption, together with such other hazards as are reasonably consistent with prudent industry practice, and maintain product and other liability insurance consistent with prudent industry practice with financially sound insurance companies licensed to do business in the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without states where such Property is located. Not later than thirty (30) days after the renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy replacement or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly material modification of any policy cancellationor program, reduction Anixter shall deliver or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required cause to be maintained by the Borrower hereunder, the Borrower shall deliver delivered to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify (in any material respect any sufficient quantity for each of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to Lenders, which the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by shall promptly distribute to each Lender) a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, detailed schedule setting forth for each such policy or program: (as so modifieda) adequately protects the interests amount of such policy, (b) the risks insured against by such policy, (c) the name of the Lenders insurer and each insured party under such policy, and (d) the Administrative Agent, is in compliance with the provisions policy number of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samepolicy.

Appears in 1 contract

Samples: Credit Agreement (Anixter International Inc)

Maintenance of Properties; Insurance. Each of the Borrower The Company and the Holding Company will, and its ------------------------------------ Subsidiaries will maintain or cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property material to the conduct of its business be maintained in good repair, working order and condition, condition (ordinary wear and tear excepted) all material properties used in the business of the Company and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and (b) maintainreplacements thereof. The Company and its Subsidiaries shall not permit any lease or agreement pursuant to which the Company or any Subsidiary leases, uses or occupies any of its respective real or personal property to be canceled or terminated by the other party to such lease or agreement prior to the expiration of its stated term which individually or in the aggregate would have a Material Adverse Effect. The Company and its Subsidiaries will maintain or cause to be maintained, with financially sound and reputable insurers who are rated by A. M. Best Company's Rating Service as "A" or higher or, as to workers' compensation or similar insurance, in an insurance companiesfund or by self-insurance authorized by the laws of the jurisdiction in question, insurance in such amounts with respect to their respective properties and businesses against such risks as are loss or damage of the kinds customarily maintained insured against by companies corporations of established reputation engaged in the same or similar businesses operating in the same or similar locationsand similarly situated, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself type and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts including appropriate deductible levels as are then customary for Persons engaged in the same or customarily carried under similar business similarly situatedcircumstances by such other corporations. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries All policies under this Section shall name the Administrative Agent as loss payee or additional insured and 5.3 shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ days prior written notice shall be given to the Administrative Agent, for any occupancy or use holders of any property for purposes more hazardous than permitted the Securities by the insurer prior to a termination of such policy nor by any foreclosure or other proceedings relating to such propertypolicy. The Borrower Company, in its discretion, will advise use the Administrative Agent promptly proceeds of any policy cancellationall such casualty insurance policies to either (i) repay the Senior Debt, reduction or material amendment. After (ii) redeem the Sixth Restatement Effective DateSeries C Preferred Stock, upon subject to the request rights of the Administrative Agent at any time Senior Lenders under the Senior Loan Documents, (iii) repair or from time to time, not later than 15 Business Days prior to replace the termination damaged property or expiry date of any insurance required to be maintained by (iv) reinvest such proceeds in the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify Company's business in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance accordance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar propertiesSenior Loan Documents. The Borrower shall not obtain or carry separate Company will use every reasonable effort to provide Directors and Officers insurance concurrent in form or contributing in to all of its directors and officers on commercially reasonable terms within sixty (60) days after the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameClosing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Career Education Corp)

Maintenance of Properties; Insurance. Each of Ultimate Parent and the Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers insurance in such amounts (with no greater risk retention) and against such risks and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, subject to commercially reasonable adjustments made by Ultimate Parent and its Subsidiaries; provided that the Borrower will in any event maintain (with respect to itself, each of Ultimate Parent and its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause may reduce the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock amount of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by above to the extent the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide reasonably determines that it is prudent and appropriate to maintain self-insurance coverage in lieu of such insurance. The Borrower will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice furnish to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to timeAgent, not later than 15 Business Days prior information in reasonable detail as to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the so maintained. The Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of insurance evidencing that such insurance has been renewedthe Loan Parties’ tangible personal property and assets naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the Borrower will not modify in event Ultimate Parent or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect thereto which the Administrative Agent reasonably deems advisable; provided that the Administrative Agent provides the Borrower with prior written notice of its intent to casualty or liability obtain such insurance without delivering policies. All sums so disbursed by the original copy Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral with a fair market value immediately prior to such event greater than $5,000,000 or the Administrative Agent, is in compliance commencement of any action or proceeding for the taking of any material portion of the Collateral with the provisions a fair market value immediately prior to such event greater than $5,000,000 or interest therein under power of this Section and is comparable in all respects with insurance carried eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Grindr Inc.)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding The Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain locations and (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licenseeii) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property all insurance required pursuant to be maintained by the Borrower and its Subsidiaries under this Section shall name Collateral Documents. The Company will furnish to the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reducedLenders, or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower Company shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the Borrower will not modify in event the Company or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Company will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Tennant Co)

Maintenance of Properties; Insurance. Each of the The Borrower shall maintain, preserve and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain protect all property Property that is material to the conduct of the business of the Borrower or any of its business Subsidiaries and keep such Property in good repair, working order and conditioncondition and from time to time make, ordinary wear or cause to be made all needful and tear exceptedproper repairs, renewals, additions, improvements and (b) maintain, replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times in accordance with financially sound customary and prudent business practices for similar businesses; and maintain in full force and effect insurance with responsible and reputable insurance companies, insurance companies or associations in such amounts amounts, on such terms and covering such risks, including fire and other risks insured against such risks by extended coverage, as are customarily maintained is usually carried by companies engaged in the same or similar businesses operating and owning similar properties similarly situated and maintain in the same or similar locationsfull force and effect public liability insurance, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages for personal injury or death or property damage occurring in connection with respect to defamationany of its activities or any properties owned, libel, slander, privacy occupied or other similar injury to person or reputation (including misappropriation of personal likeness)controlled by it, in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property it shall reasonably deem necessary, and maintain such other insurance as may be required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such propertylaw. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Collateral Agent, by no later than thirty (30) days after the Effective Date, endorsements (y) to all "All Risk" physical damage insurance policies on all of the Borrower's and its Subsidiaries' tangible personal property and assets and business interruption insurance policies naming the Collateral Agent certificates of insurance evidencing that such insurance has been renewedas loss payee, subject only and (z) to all general liability and other liability policies naming the payment of premiums Collateral Agent as they become duean additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries, at any time or times hereafter shall fail to obtain or maintain any of the provisions policies of insurance required herein or to pay any policy premium in whole or in part relating thereto, then the Collateral Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect to casualty or liability insurance without delivering thereto which the original copy of the endorsement reflecting such modification to the Administrative Collateral Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samedeems advisable.

Appears in 1 contract

Samples: Credit Agreement (Wabash National Corp /De)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, condition (ordinary wear and tear and casualty and condemnation excepted), except in any case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain, with financially sound and reputable insurance companies, companies (i) insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, ; provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice may self-insure to the Administrative Agentsame extent as other companies in similar businesses and owning similar properties in the same general areas in which the Borrower or each such Subsidiary, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating as applicable, operates and (ii) all insurance required pursuant to such propertythe Collateral Documents. The Borrower will advise furnish to the Administrative Agent Lenders, promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon following the request of the Administrative Agent at any time or from time to timeAgent, not later than 15 Business Days prior information in reasonable detail as to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the so maintained. The Borrower shall deliver to the Administrative Agent certificates and maintain endorsements (x) to all “All Risk” physical damage insurance policies on all of insurance evidencing that such insurance has been renewedthe Collateral naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the Administrative Agent an additional insured. Subject to the payment terms, conditions and provisions of premiums as they become due. In additionthe Intercreditor Agreement, in the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect thereto which the Administrative Agent deems advisable seven (7) days after notification to casualty or liability insurance without delivering the original copy Borrower of such intent. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (YRC Worldwide Inc.)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property that is material to the conduct of its the business of the Borrower in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that and the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice furnish to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating Lender upon request full information as to such propertythe insurance carried. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only Lender endorsements in form and substance reasonably acceptable to the payment Lender (x) to all “All Risk” physical damage insurance policies on all of premiums the Borrower’s tangible real and personal property and assets and business interruption insurance policies naming the Lender as they become duelender loss payee and (y) to all general liability, property and casualty policies naming the Lender as an additional insured; provided, that the Borrower shall not be required to deliver to the Lender such endorsements to any automobile insurance policies. In addition, the event the Borrower will not modify in at any material respect time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Lender, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any policy time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect to casualty or liability insurance without delivering thereto which the original copy Lender deems advisable. All sums so disbursed by the Lender shall constitute part of the endorsement reflecting such modification to the Administrative Agent andObligations, if required by the Administrative Agent payable as provided in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar propertiesAgreement. The Borrower shall not obtain direct all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors and any condemnation claim or carry separate insurance concurrent award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Lender, to the extent such proceeds are required to be used to prepay the Obligations pursuant to the terms hereof or any other Loan Document. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as lender loss payee, which endorsement shall be in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver substance reasonably acceptable to the Administrative Agent certificates of insurance evidencing the sameLender.

Appears in 1 contract

Samples: Credit Agreement (Atari Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property that is material to the conduct of its the business of the Borrower in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that and the Borrower will in furnish to any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts Lender upon request full information as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such propertyinsurance carried. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify endorsements in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification form and substance reasonably acceptable to the Administrative Agent and, if required by (x) to all “All Risk” physical damage insurance policies on all of the Borrower’s tangible real and personal property and assets and business interruption insurance policies naming the Administrative Agent in writingas lender loss payee and (y) to all general liability, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders property and casualty policies naming the Administrative AgentAgent as an additional insured; provided, is in compliance with that the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that be required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall to deliver to the Administrative Agent certificates such endorsements to any automobile insurance policies. In the event the Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance evidencing and pay such premiums and take any other action with respect thereto which the sameAdministrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the Obligations, payable as provided in this Agreement. The Borrower shall direct all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors and any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Administrative Agent, for the benefit of the Holders of Obligations, to the extent such proceeds are required to be used to prepay the Obligations pursuant to the terms hereof or any other Loan Document. Each such policy shall contain a long-form loss-payable endorsement naming the Administrative Agent as lender loss payee, which endorsement shall be in form and substance reasonably acceptable to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Atari Inc)

Maintenance of Properties; Insurance. Each Subject to the prior rights of Senior Creditor, Borrower will maintain or cause to be maintained in good repair, working order and condition all material properties used in the business of Borrower and its Subsidiaries and will make or cause to be made all appropriate repairs, renewals and replacements thereof. Borrower shall bear the full risk of any loss of any nature whatsoever with respect to the Collateral. At its own cost and expense in amounts and with carriers acceptable to Lender, the Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, shall (a) keep all its insurable properties and maintain all property material to properties in which Borrower has an interest (including leased premises) insured against the conduct hazards of its business in good working order fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and condition, ordinary wear and tear exceptedsuch other hazards, and for such amounts, as is customary in the case of companies engaged in similar businesses including, without limitation, environmental impairment and business interruption insurance; (b) maintain, with financially sound and reputable maintain a bond or insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), policy in such amounts as are then is customary for Persons in the case of companies engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reducedbusinesses insuring against larceny, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure embezzlement or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly criminal misappropriation of any policy cancellation, reduction insured's officers and employees who may either singly or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent jointly with others at any time or from time to time, not later than 15 Business Days prior have access to the termination assets or expiry date funds of Borrower or any of its Subsidiaries either directly or through authority to draw upon such funds or to direct generally the disposition of such assets; (c) maintain public and product liability insurance against claims for personal injury, death or property damage suffered by others; (d) maintain all such worker's compensation or similar insurance as may be required under the laws of any insurance required to be maintained by the state or jurisdiction in which Borrower hereunder, the Borrower shall deliver to the Administrative Agent or any of its Subsidiaries is engaged in business; (e) furnish Lender with (i) copies of all policies or certificates of insurance evidencing that such insurance has been renewedby the renewal thereof at least thirty (30) days before any expiration date, and (ii) subject only to the payment rights and obligations of premiums Senior Creditor, appropriate loss payable endorsements in form and substance satisfactory to Lender, naming Lender as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy a co-insured and loss payee and additional insured as its interests may appear with respect to casualty or liability all insurance without delivering coverage referred to in clauses (a) and (c) above, and providing (A) that all proceeds thereunder shall be payable to Lender, subject to the original copy prior rights of the endorsement reflecting Senior Creditor, (B) no such modification insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy, and (C) that such policy and loss payable clauses may not be canceled, amended or terminated unless at least twenty (20) days' prior written notice is given to Lender. Without limiting the Administrative Agent andforegoing, if Borrower shall, and shall cause each of its Subsidiaries, to maintain insurance of such types and in such amounts as may be required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar propertiesapplicable law or regulation. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in In the event of any loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with the carriers named therein are hereby directed by Lender and Borrower to make payment for such loss payable as provided herein. The to Lender and not to Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver Lender jointly, subject to the Administrative Agent certificates prior rights of the Senior Creditor. If any insurance evidencing losses are paid by check, draft or other instrument payable to Borrower and Lender jointly, Lender may endorse Borrower's name thereon and do such other things as Lender may deem advisable to reduce the same.same to cash, subject to the

Appears in 1 contract

Samples: Loan and Security Agreement (Perma Fix Environmental Services Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and will maintain or cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property material to the conduct of its business be maintained in good repair, working order and conditioncondition all material properties used in the business of Borrower and its Subsidiaries and will make or cause to be made all appropriate repairs, ordinary wear renewals and tear excepted, and (b) maintainreplacements thereof. Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, public liability, property damage and casualty insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itselfits business and properties and the business and properties of its Subsidiaries against loss or damage of the kinds customarily carried or maintained by entities of established reputation engaged in similar businesses and in amounts reasonably acceptable to Agent and will deliver evidence thereof to Agent. Borrower shall maintain key man life insurance on Mercatanti in the amount of $2,000,000, and cause such life insurance policy to be assigned to Agent for the benefit of Lenders on terms and conditions reasonably acceptable to Agent. No later than the first Business Day following the date of receipt by Borrower or Agent of any proceeds of any key man life insurance, such proceeds shall be applied first, to unpaid expenses and fees, if any, on the Loans, second, to accrued but unpaid Default Interest, third, to past due Current Interest, fourth, to accrued but unpaid Deferred Interest, fifth, to any applicable Fixed Rate Breakage Fee, sixth, as a payment on the principal of the Loans, pro rata, and last, to the remaining Obligations, if any. Upon receipt by Borrower or Agent of any proceeds of any casualty insurance, (a) so long as no Default or Event of Default shall have occurred and be continuing, Borrower shall (i) promptly and diligently apply such proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such proceeds were received with any remainder of such proceeds, after repairing, restoring or replacing the assets, to be used by Borrower for working capital purposes, or (ii) to the extent such assets are not repaired, restored or replaced, to prepay the Obligations as set forth in clause (b); and (b) if a Default or Event of Default shall have occurred and be continuing, such proceeds shall, no later than the first Business Day following the date of receipt of such proceeds, be applied first, to unpaid expenses and fees, if any, on the Loans, second, to accrued but unpaid Default Interest, third, to past due Current Interest, fourth, to accrued but unpaid Deferred Interest, fifth, to any applicable Fixed Rate Breakage Fee, sixth, as a payment on the principal of the Loans, pro rata and last, to the remaining Obligations, if any. Borrower shall cause, pursuant to endorsements and assignments in form and substance reasonably satisfactory to Agent, (i) Agent, for the benefit of Agent and Lenders, to be named as lenders' loss payee in the case of casualty insurance, (ii) Agent, for the benefit of Agent and Lenders, to be named as additional insured in the case of all liability insurance and (iii) Agent, for the benefit of Agent and Lenders, to be named as assignee in the case of all key man life insurance and to provide for at least 30 days prior written notice to Agent of any modification or cancellation of any such policy. Borrower represents and warrants that it and each of its Subsidiaries currently maintains all material properties as set forth above and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty maintains all insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the samedescribed above.

Appears in 1 contract

Samples: Loan Agreement (Nassau Broadcasting Corp)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers insurance in such amounts (with no greater risk retention) and against such risks and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, subject to commercially reasonable adjustments made by Borrower and its Subsidiaries; provided that the Borrower will in any event maintain (with respect to itself, each of and its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause may reduce the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock amount of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by above to the extent the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide reasonably determines that it is prudent and appropriate to maintain self‑insurance coverage in lieu of such insurance. The Borrower will not be canceled or reducedfurnish to the Lenders, or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of insurance evidencing that such insurance has been renewedthe Loan Parties’ tangible personal property and assets naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect thereto which the Administrative Agent reasonably deems advisable; provided that the Administrative Agent provides the Borrower with prior written notice of its intent to casualty or liability obtain such insurance without delivering policies. All sums so disbursed by the original copy Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent andand the Lenders prompt written notice, if required by to the Administrative Agent in writingextent constituting a Prepayment Event, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Rogers Corp)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of business of the Borrower and its business Restricted Subsidiaries, taken as a whole, in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers insurance in such amounts and against such risks as are is customarily maintained by companies engaged in 77 the same or similar businesses operating in the same or similar locations, provided that the . The Borrower will in any event maintain (with respect furnish to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced(for distribution to the Lenders), or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted information in reasonable detail as to the insurance so maintained. On the 90th day to occur after the Effective Date (unless extended by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunderin its sole discretion), the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the tangible personal property and assets insurance evidencing that such insurance has been renewedpolicies of the Borrower and the Subsidiary Guarantors naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies of the payment of premiums as they become dueBorrower and the Subsidiary Guarantors naming the Administrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Restricted Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Myriad Genetics Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, (a) The Borrower shall keep and maintain all of its property material (tangible and intangible) necessary or useful to the conduct of its business in good working order and condition, ordinary wear and tear excepted. The Borrower shall from time to time make or cause to be made all necessary and proper repairs, renewals, replacements, additions, and improvements to their properties so that the business carried on by the Borrower may be properly and advantageously conducted at all times in accordance with prudent business management. (b) maintainThe Borrower shall maintain insurance, with financially sound and reputable insurance companies, as may be required by law and such other insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that including, without limitation, business interruption and product liability insurance. Without limiting the generality of the foregoing, property and casualty insurance shall be in amounts and forms insuring the full replacement cost of fixed assets of the Borrower. If the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time times hereafter shall fail to time, not later than 15 Business Days prior to obtain or maintain any of the termination or expiry date policies of any insurance required above or to be maintained by pay any premium relating thereto, then Lender, without waiving or releasing any obligation or default of the Borrower hereunder, many (but shall be under no obligation to) obtain and maintain such policies of insurance and pay such premiums and take such other actions with respect thereto as the Lender deems advisable. Such insurance, if obtained by the Lender, may, but need not, protect the Borrower’s interests or pay any claim made by or against the Borrower shall deliver to the Administrative Agent certificates of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability the Collateral. Such insurance may be more expensive than the cost of insurance the Borrower may be able to obtain on its own and may be cancelled only upon the Borrower providing evidence that it has obtained the insurance as required above. All sums disbursed by the Lender in connection with any such actions, including, without delivering limitation, court costs, expenses, other charges relating thereto and reasonable attorneys’ fees, shall constitute Revolving Loans hereunder, shall be payable on demand by the original copy of the endorsement reflecting such modification Borrower to the Administrative Agent Lender and, if required by until paid, shall bear interest at the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver highest rate then applicable to the Administrative Agent certificates of insurance evidencing the sameRevolving Loans hereunder.

Appears in 1 contract

Samples: Credit, Security and Warrant Purchase Agreement (Roomlinx Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries other Loan Party and each Restricted Subsidiary to, except with respect to Plants Designated for Closure or Sale, Historical Used Equipment, Transcontinental Transaction Retained Assets and property described in Section 6.03(a)(v)(B), (a) keep and maintain all property (including all Collateral) material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers insurance in such amounts and against covering such properties and risks as are customarily maintained by adequate and customary for companies engaged in of the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons size engaged in the same or similar business similarly situatedand in the same or similar location as the Loan Parties and Restricted Subsidiaries. Each policy The Borrower will furnish to the Lenders, upon request of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets (other than the assets securing the Senior Secured Notes, the Polish Subsidiary Credit Facility, the Existing Leveraged Leases or Permitted Private Placement Debt) and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the Borrower will not modify in event any material respect Loan Party or any Restricted Subsidiary at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, provided that notification requirement shall not apply at any time when the Total Leverage Ratio is no greater than 3.00 to 1.00 and (y) will ensure that the Administrative Agentnet proceeds of any such event (whether in the form of insurance proceeds, is condemnation awards or otherwise) are collected and applied in compliance accordance with the applicable provisions of this Section Agreement and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameCollateral Documents.

Appears in 1 contract

Samples: Credit Agreement (Quad/Graphics, Inc.)

Maintenance of Properties; Insurance. (a) Each of Holdings and the Borrower and the Holding Company will, and the Borrower will cause each of the Borrower’s its Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companiescompanies which are not Affiliates of the Borrower (i) insurance with respect to its properties and business, insurance in such amounts and the properties and business of its Subsidiaries, against such risks as are loss or damage of the kinds customarily maintained insured against by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain locations and (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licenseeii) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property all insurance required to be maintained pursuant to the Collateral Documents, and will, upon request of the Administrative Agent, furnish to each Lender at reasonable intervals a certificate of a Responsible Officer setting forth the nature and extent of all insurance maintained by Holdings, the Borrower and its Restricted Subsidiaries under in accordance with this Section Section, and (c) at all times shall name the Administrative Agent as additional insured on all liability policies of Holdings, the Borrower and its Restricted DB1/ 110470318.9 107 Subsidiaries and as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed (pursuant to lapse without renewal, except after not less than 30 days’ written notice to a loss payee endorsement approved by the Administrative Agent) on all casualty and property insurance policies of the Borrower and its Restricted Subsidiaries. (b) With respect to each improved Mortgaged Property that is located in an area identified by the Federal Emergency Management Agency (or any successor agency thereto) as a “special flood hazard area” with respect to which flood insurance has been made available under the Flood Insurance Laws, for any occupancy or use the applicable Loan Party (a) shall obtain and maintain with financially sound and reputable insurance companies which are not Affiliates of any property for purposes more hazardous than permitted by the Borrower, such policy nor by any foreclosure or other proceedings relating to flood insurance in such property. The Borrower will advise reasonable total amount as the Administrative Agent and the Lenders may from time to time reasonably require and otherwise sufficient to comply with all applicable rules and regulations promulgated under the Flood Insurance Laws and (b) promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at or any time or from time to timeLender, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates or such Lender, as applicable, evidence of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify compliance in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification form and substance reasonably acceptable to the Administrative Agent andor such Lender, if required by the Administrative Agent in writingincluding, accompanied by a written report without limitation, evidence of any firm annual renewals of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this flood insurance. Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same5.9.

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Amneal Pharmaceuticals, Inc.)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, (a) keep Keep and maintain all property (including all Collateral) material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers having a financial strength rating of at least “A” by A.M. Best Company (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain locations and (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licenseeii) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property all insurance required pursuant to be maintained by the Borrower and its Subsidiaries under this Section shall name Collateral Documents. The Loan Parties will furnish to the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reducedLenders, or allowed to lapse without renewal, except after not less than 30 days’ written notice to upon request of the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower Loan Parties shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may, upon prior written notice to the Loan Parties, at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Loan Parties (x) will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, and (y) will ensure that the Administrative Agentnet proceeds of any such event (whether in the form of insurance proceeds, is condemnation awards or otherwise) are collected and applied in compliance accordance with the applicable provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameLoan Documents.

Appears in 1 contract

Samples: Credit Agreement (Innerworkings Inc)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Restricted Subsidiaries to, (a) keep and maintain all property material to used in the conduct of its business in good working order and condition, ordinary wear and tear and casualty events excepted, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect and (b) maintain, maintain insurance with financially sound and reputable insurance companies, insurance companies in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. Each such policy of liability or casualty insurance maintained by or on behalf of Loan Parties shall (i) in the case of each liability insurance policy (other than workers’ compensation, provided that the Borrower will director and officer liability or other policies in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Stationwhich such endorsements are not customary), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent Agent, on behalf of the Secured Parties, as loss payee or an additional insured and shall via blanket endorsement thereunder, (ii) provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than for at least 30 days’ (or such shorter number of days as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent of any cancellation of Workers Compensation, General Liability, Commercial Auto, and Property policies, and (iii) in the case of each casualty insurance policy, either (A) contain a lender’s loss payable clause or endorsement that names the Administrative Agent, for on behalf of the Secured Parties, as the loss payee thereunder or (B) not contain a loss payable clause or endorsement that names any occupancy Person (other than the applicable Loan Party or use of Restricted Subsidiary) as the loss payee thereunder. If the improvements on any property for purposes more hazardous than permitted Mortgaged Property are at any time located in an area identified by such policy nor the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, then, to the extent required by any foreclosure the Flood Insurance Laws, the Borrower shall, or other proceedings relating shall cause each Loan Party to, (i) maintain, or cause to such property. The Borrower will advise be maintained, with a financially sound and reputable insurer, flood insurance in an amount reasonably satisfactory to the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Sixth Restatement Effective Date, Flood Insurance Laws and (ii) upon the reasonable request of the Administrative Agent at any time or from time to time(except after the occurrence and during the continuation of an Event of Default, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunderexceed one time per fiscal year), the Borrower shall deliver to the Administrative Agent certificates evidence of insurance evidencing that such insurance has been renewed, subject only to the payment of premiums as they become due. In addition, the Borrower will not modify compliance in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification form and substance reasonably acceptable to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the same.

Appears in 1 contract

Samples: Revolving Credit Agreement (Lyft, Inc.)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding The Company will, and will cause each of the Borrower’s Subsidiaries other Loan Party to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers (i) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; and general liability) and such other hazards, as are is customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locationslocations and (ii) all insurance required pursuant to the Collateral Documents; provided, provided that the Borrower Loan Parties shall be entitled to self-insure for general liability in a manner consistent with historical practices. The Company will in any event maintain (with respect to itself, each of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice furnish to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating upon request, information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower Company shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of insurance evidencing that such insurance has been renewedthe Loan Parties’ tangible personal property and assets naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the Borrower will not modify in event the Company or any material respect other Loan Party at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then after notice to the Company and a reasonable time to cure, the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems reasonably advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Company will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (MATERION Corp)

Maintenance of Properties; Insurance. Each of the The Borrower and the Holding Company will, and will cause each of the Borrower’s its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, maintain with financially sound and reputable insurance companies, carriers insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as are is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations, provided that the . The Borrower will in any event maintain (with respect furnish to itselfthe Lenders, each upon request of its Subsidiaries and each Owned Station), and will use its commercially reasonable efforts to cause the Material Third-Party Licensee for each Contract Station (or the Person that owns the Capital Stock of such Material Third-Party Licensee) to maintain (with respect to itself and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness), in such amounts as are then customary for Persons engaged in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice to the Administrative Agent, for any occupancy or use of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating information in reasonable detail as to such propertythe insurance so maintained. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date of any insurance required to be maintained by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent certificates endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible personal property and assets and business interruption insurance evidencing that such insurance has been renewedpolicies naming the Administrative Agent as lender loss payee, subject only and (y) to all general liability and other liability policies naming the payment of premiums as they become dueAdministrative Agent an additional insured. In addition, the event the Borrower will not modify in or any material respect of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the provisions policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, after notice to the Borrower but without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any policy other action with respect to casualty or liability insurance without delivering thereto which the original copy Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the endorsement reflecting such modification Obligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and, if required by and the Administrative Agent in writing, accompanied by a Lenders prompt written report notice of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinion, such policy (as so modified) adequately protects the interests casualty or other insured damage to any material portion of the Lenders and Collateral or the Administrative Agent, is in compliance with commencement of any action or proceeding for the provisions taking of this Section and is comparable in all respects with insurance carried any material portion of the Collateral or interest therein under power of eminent domain or by responsible owners and operators of condemnation or similar properties. The Borrower shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever any such separate insurance is obtained and shall deliver to the Administrative Agent certificates of insurance evidencing the sameproceeding.

Appears in 1 contract

Samples: Credit Agreement (Priceline Com Inc)

Maintenance of Properties; Insurance. Each of the Borrower and the Holding Company willExcept as set forth herein, and will each Loan Party shall maintain or cause each of the Borrower’s Subsidiaries to, (a) keep and maintain all property material to the conduct of its business be maintained in good repair, working order and condition, ordinary normal wear and tear excepted, all Charged Property and will make or cause to be made all commercially reasonable and appropriate repairs, renewals and replacements thereof. The Lenders acknowledge that some of the equipment acquired by the Guarantors in conjunction with the acquisition of the Mining Properties may not be presently in good repair, working order or condition. Each of the Loan Parties shall obtain and maintain in full force and effect the Mining Properties and the Approvals (bincluding, without limitation, mining concessions and easements) maintainand rights (including, without limitation, water rights) necessary for the construction, development and operation of the Mining Properties, to export and sell gold and, in the case of Approvals with respect to title issues shall maintain all such Approvals and with respect to all other Approvals except where failure to obtain and maintain such Approvals could not reasonably be expected to have a Material Adverse Effect. The Loan Parties shall maintain adequate equipment for the construction, development and operation of the Mining Properties in a reasonable and prudent manner. The Loan Parties shall, with due diligence and in a reasonable and prudent manner, enforce the material rights granted to it under and in connection with all such Mining Properties, water rights, Approvals and related rights except where failure to enforce such rights could not reasonably be expected to have a Material Adverse Effect. The Loan Parties shall maintain or cause to be maintained, with financially sound and reputable insurers, public liability and property damage insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, provided that the Borrower will in any event maintain (with respect to itself, each its businesses and properties against loss or damage of its Subsidiaries the kinds customarily carried or maintained by Persons of established reputation engaged in similar businesses and each Owned Station), and will use its commercially reasonable efforts in amounts reasonably acceptable to the Lenders. Each Loan Party shall cause the Material Third-Party Licensee for each Contract Station (or Security Agent, on behalf of the Person that owns the Capital Stock of such Material Third-Party Licensee) Lenders, to maintain (with respect be named as "lender's loss payee" on all applicable insurance policies relating to itself any Charged Property and such Contract Station), casualty insurance and insurance against claims and damages with respect to defamation, libel, slander, privacy or other similar injury to person or reputation (including misappropriation of personal likeness)as "additional insured" under all applicable liability policies, in such amounts as each case pursuant to appropriate endorsements which are then customary for Persons engaged commercially available, in the same or similar business similarly situated. Each policy of property insurance required to be maintained by the Borrower form and its Subsidiaries under this Section shall name the Administrative Agent as loss payee or additional insured and shall provide that it will not be canceled or reduced, or allowed to lapse without renewal, except after not less than 30 days’ written notice substance reasonably satisfactory to the Administrative AgentLenders. If a Loan Party is, for any occupancy or use at the time of any property for purposes more hazardous than permitted by such policy nor by any foreclosure or other proceedings relating to such property. The Borrower will advise the Administrative Agent promptly of any policy cancellation, reduction or material amendment. After the Sixth Restatement Effective Date, upon the request of the Administrative Agent at any time or from time to time, not later than 15 Business Days prior to the termination or expiry date receipt of any insurance required to be maintained by the Borrower hereunderproceeds, the Borrower and no Event of Default has occurred and is continuing, such Loan Party shall deliver to the Administrative Agent certificates use any proceeds received from any policies of insurance evidencing that for the replacement of the asset(s) for which such proceeds have been received or for other general corporate purposes. If an Event of Default has occurred and is continuing at the time of receipt of any insurance has been renewedproceeds, subject only to the payment in default of premiums as they become due. In addition, the Borrower will not modify in any material respect any of the provisions of any policy with respect to casualty or liability insurance without delivering the original copy of the endorsement reflecting such modification to the Administrative Agent and, if required by the Administrative Agent in writing, accompanied by a written report of any firm of independent insurance brokers of nationally recognized standing, stating that, in their opinionObligations, such policy (as so modified) adequately protects the interests of the Lenders and the Administrative Agent, is in compliance with the provisions of this Section and is comparable in all respects with insurance carried by responsible owners and operators of similar properties. The Borrower Loan Party shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section unless the Administrative Agent is the additional insured thereunder, with loss payable as provided herein. The Borrower shall immediately notify the Administrative Agent whenever offer to apply any such separate insurance is obtained and shall deliver to the Administrative Agent certificates proceeds received from any policies of insurance evidencing relating to any Charged Property to satisfy the sameObligations.

Appears in 1 contract

Samples: Senior Secured Facility Agreement (Brigus Gold Corp.)

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