PLL Policy Sample Clauses

PLL Policy. Prior to the payment in full of the Debt, Borrower shall not terminate the PLL Policy or enter into or otherwise suffer or permit any modification, amendment (including any endorsement), supplement or replacement thereof or thereto without the prior written consent of Administrative Agent.
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PLL Policy. Evidence of payment of the full premium of the PLL Policy naming the Company as the insured party.
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PLL Policy. On the Closing Date, Purchaser shall procure a pollution legal liability insurance policy (“PLL Policy”) from Navigators Specialty Insurance Company, covering all of the Locations under this Agreement, the Locations as defined in the Circle K Purchase Agreement and the Real Property as defined in the Terminal Purchase Agreement, and naming Purchaser (and Purchaser’s Affiliates) and Circle K (and Circle K’s Affiliates) as the named insured, and also naming Seller, Shareholder, the Property Sellers under this Agreement, the Property Sellers under the Circle K Purchase Agreement and Terminal Seller under the Terminal Purchase Agreement as additional insureds thereunder. Coverage of the above-described additional insureds shall be primary, not contributory or excess, provided that coverage shall be expressly excess of amounts payable from the Alabama Tank Fund. The PLL Policy shall have a five (5) year term, policy limit of Five Million and No/100 Dollars ($5,000,000.00), and a self-insured retention (“SIR”) of Fifty Thousand and No/100 Dollars ($50,000.00). Seller agrees to pay at the Closing one-half (½) of the premium of the PLL Policy; provided that Seller’s share of the premium shall {B0968884.12} not exceed One Hundred Seventy-Five Thousand and No/100 Dollars ($175,000.00), in the aggregate, under this Agreement, the Circle K Purchase Agreement and the Terminal Purchase Agreement. The PLL Policy shall provide coverage for the costs of Remedial Measures for (i) pollution conditions existing as of the Closing Date but then unknown to Seller, a Property Seller, a Property Seller under the Circle K Purchase Agreement, Terminal Seller under the Terminal Purchase Agreement, Shareholder, Purchaser or Circle K (“Unknown Pre-existing Pollution”), and (ii) pollution conditions first occurring after the Closing Date (“New Pollution”). The PLL Policy also shall provide coverage for third-party liability associated with Unknown Pre-existing Pollution, New Pollution and pollution conditions known and disclosed as of the Closing Date (“Known Pollution”). Navigators Specialty Insurance Company will provide Seller with written notice at least thirty (30) days prior to cancellation, non-renewal or material change in the PLL Policy. Purchaser shall be responsible for any payments within the SIR, to the extent incurred to address claims related to New Pollution at the Locations, to the extent such New Pollution can be reasonably determined to have first occurred on or after...
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PLL Policy. The PLL Policy shall have been issued and shall be (i) in full force and effect and (ii) valid, binding and enforceable against the Qualified Insurer named therein, in each case in accordance with the terms of the PLL Policy.
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PLL Policy. 14, 34 PLL Policy-Covered Costs ..................................................................................................... 14, 98 PRA ............................................................................................................................................. 100 Pre-Development Phase ................................................................................................................ 14 Pre-Development Phase A ............................................................................................................ 14 Pre-Development Phase A Fee ............................................................................................... 14, 52 -x- 16200.002-2444287 Pre-Development Phase B ............................................................................................................ 15 Pre-Development Phase B Fee................................................................................................ 15, 53 Pre-Development Phase Budget ................................................................................................... 28 Pre-Development Phase C ............................................................................................................ 15 Pre-Development Phase C Fee...................................................................................................... 15 Pre-Development Phase D ............................................................................................................ 15 Pre-Development Phase Fee ......................................................................................................... 15 Pre-Development Phase Payment Application ............................................................................. 51 Pre-Development Phase Schedule ................................................................................................ 27
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Related to PLL Policy

  • R&W Policy Concurrently with the execution and delivery of this Agreement, Buyers have delivered to Sellers’ Representative a duly executed binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect to the delivery of an insurance policy with respect to the representations and warranties of Sellers under this Agreement (the “R&W Policy”) at the Closing, which Binder Agreement shall not be amended in a manner that adversely affects Sellers without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that any version of the R&W Policy and Binder Agreement delivered to Sellers’ Representative shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waive, or otherwise modify the subrogation provision under the R&W Policy in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid or reimburse Buyers for all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction Expenses.

  • Tail Policy Prior to the Effective Time, the Company shall purchase tail insurance coverage for the Acquired Companies’ directors and officers in a form reasonably acceptable to the Company and Parent, which shall provide such directors and officers with coverage for six years following the Effective Time with respect to claims arising out of acts or omissions occurring at or prior to the Effective Time (the “Insurance Coverage”); provided that the full cost and all premiums associated with such Insurance Coverage are paid in a lump sum by the Company prior to or at the Closing and are included as a Transaction Fee.

  • D&O Policy The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

  • Policy Because the volume of human genomic and phenotypic data maintained in these repositories is substantial and, in some instances, potentially sensitive (e.g., data related to the presence or risk of developing particular diseases or conditions and information regarding family relationships or ancestry), data must be shared in a manner consistent with the research participants’ informed consent, and the confidentiality of the data and the privacy of participants must be protected. Access to human genomic data will be provided to research investigators who, along with their institutions, have certified their agreement with the expectations and terms of access detailed below. NIH expects that, through Data Access Request (DAR) process, approved users of controlled-access datasets recognize any restrictions on data use established by the Submitting Institutions through the Institutional Certification, and as stated on the dbGaP study page. Definitions of the underlined terminology in this document are found in section 13. The parties to this Agreement include: the Principal Investigator (PI) requesting access to the genomic study dataset (an “Approved User”), the PI’s home institution (the “Requester”) as represented by the Institutional Signing Official designated through the eRA Commons system, and the NIH. The effective date of this Agreement shall be the DAR Approval Date, as specified in the notification of approval of the Data Access Committee (DAC).

  • Standard Hazard Insurance and Flood Insurance Policies (a) For each Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicers under the related Servicing Agreements to maintain or cause to be maintained standard fire and casualty insurance and, where applicable, flood insurance, all in accordance with the provisions of the related Servicing Agreements. It is understood and agreed that such insurance shall be with insurers meeting the eligibility requirements set forth in the applicable Servicing Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.

  • Errors and Omissions Insurance Policy An errors and omissions insurance policy to be maintained by the Company pursuant to Section 4.12.

  • R&W Insurance Policy Purchaser shall use its reasonable best efforts to bind the R&W Insurance Policy at or prior to the Closing. Purchaser shall use reasonable best efforts to take all actions necessary to complete the applicable conditions in the conditional binder (other than the condition that the Closing has occurred, to which this sentence does not apply) to the R&W Insurance Policy within the times set forth therein to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use reasonable best efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Purchaser shall provide a copy of the R&W Insurance Policy to Seller upon request. Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates and their respective officers, directors and employees (except in the case of Fraud), and neither Purchaser nor its Affiliates shall amend or waive such subrogation provisions without Seller’s prior written consent. The Parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to Seller entering into the transactions contemplated by this Agreement, and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 5.15(a). The R&W Insurance Policy may not be amended or waived by Purchaser or its Affiliates in any manner that is adverse to Seller or any of its Affiliates without Seller’s prior written consent. At or promptly following the Closing, Seller shall deliver to Purchaser or its Representatives, as reasonably requested by Purchaser, a digital copy of all documents and other information uploaded to the virtual data room established by Seller and its Representatives and to which Purchaser and its Representatives have been granted access as part of their due diligence of the transactions contemplated hereby (the “Data Room”).

  • Fidelity Bond and Errors and Omissions Insurance The Servicer shall keep in force during the term of this Agreement a Fidelity Bond and Errors and Omissions Insurance Policy. Such Fidelity Bond and Errors and Omissions Insurance shall be maintained with recognized insurers and shall be in such form and amount as would permit the Servicer to be qualified as a Xxxxxx Xxx or Xxxxxxx Mac seller-servicer. The Servicer shall be deemed to have complied with this provision if an affiliate of the Servicer has such errors and omissions and fidelity bond coverage and, by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder extends to the Servicer. The Servicer shall furnish to the Master Servicer or Trustee a copy of each such bond and insurance policy if (i) the Master Servicer or Trustee so requests and (ii) the Servicer is not an affiliate of Xxxxxx Brothers Inc. at the time of such request.

  • The Policy (a) If pursuant to Section 4.04(a)(iv), the Master Servicer determines and notifies the Trustee that a Deficiency Amount exists for such Distribution Date, the Trustee shall complete the Notice and submit such Notice in accordance with the Policy to the Insurer no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Distribution Date, as a claim for an Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) in an amount equal to such Deficiency Amount.

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