Policies and Rights Sample Clauses

Policies and Rights. Included Within Assets; Assignment of Policies. .32 7.2 Post-Distribution Date Claims . . . . . . . . . . . . . . . . . . . .33 7.3
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Policies and Rights. Included Within the Franchising --------------------------------------------------- Group Assets. ------------- Without limiting the generality of the definition of the Franchising Group Assets or the effect of Section 2.01, the Franchising Group Assets shall include any and all rights of an insured party under each of the Shared Policies, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred on or prior to the Distribution Date by any party in or in connection with the conduct of the Franchising Group, to the extent any claim is made against Franchising or any of its Subsidiaries and which injuries, losses, liabilities, damages and expenses may arise out of insured or insurable occurrences or events under one or more of the Shared Policies; provided, however, that nothing in this clause be deemed to -------- ------- constitute (or to reflect) the assignment of the Shared Policies, or any of them, to Franchising.
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Policies and Rights. 42 Section 8.2 Post-Distribution Date Claims . . . . 42 Section 8.3
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Policies and Rights. Included Within the Transferred OHS Assets. The Transferred OHS Assets shall include: (i) any Health Services Business Policies and (ii) any and all rights of the Health Subsidiaries under any Shared Policies covering (x) Liabilities arising out of or relating to the conduct of the Health Services Business prior to the Effective Time and (y) Liabilities arising out of or relating to the conduct of the Retained Businesses prior to the Effective Time to the extent any claim is made against OHS or any of the Health Subsidiaries for such Liabilities, specifically including (in the case of (i) and (ii) above) rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses and excluding rights covered by Section 5.11(b).
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Policies and Rights. 42 Section 8.02 Post-Distribution Date Claims............ 42 Page
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Policies and Rights. Included Within Assets 75 Section 9.2. Claims Made Tail Policies 76 Section 9.3. Occurrence Based Policies 76 Section 9.4. Administration; Other Matters 77 Section 9.5. Cooperation 78 ARTICLE X MISCELLANEOUS Section 10.1. Complete Agreement; Construction 79 Section 10.2. Counterparts 79 Section 10.3. Survival of Agreements 79 Section 10.4. Expenses 79 Section 10.5. Notices 79 Section 10.6. Waivers 81 Section 10.7. Amendments 81 Section 10.8. Assignment 81 Section 10.9. Successors and Assigns 82 Section 10.10. Certain Termination and Amendment Rights 82 Section 10.11. Payment Terms 82 Section 10.12. No Circumvention 83 Section 10.13. Subsidiaries 83 Section 10.14. Third-Party Beneficiaries 83 Section 10.15. Title and Headings 83 Section 10.16. Exhibits and Schedules 83 Section 10.17. Governing Law 83 Page Section 10.18. Consent to Jurisdiction 83 Section 10.19. Specific Performance 84 Section 10.20. Bulk Sales Laws 84 Section 10.21. Severability 84 Section 10.22. Force Majeure 84 Section 10.23. Interpretation 85 Section 10.24. No Duplication; No Double Recovery 85 SEPARATION AND DISTRIBUTION AGREEMENT SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of August 15, 2007 (the “Closing Date”, by and among Entertainment Subco AB, Inc. (“Entertainment”), Alliance Distribution Holdings S.àr.l (“International”), 4414608 Canada Inc. (“Movie”), 3217920 Nova Scotia Company (“Movie Xxxxx”),CW Media Holdings Inc. (“STV”), 4437497 Canada Inc. (“Production”), 4437641 Canada Inc. (“Propinquity”), Alliance Atlantis Equicap Corporation (“ShelterCo”), 4414641 Canada Inc. (“CanCo”), CW Media Inc., a wholly owned subsidiary of CanCo and those parties listed on Schedule 1 (the “Additional Parties”) (“CW Media”, and together with Entertainment, International, Movie, Movie Xxxxx, Production, Propinquity, STV, ShelterCo, CW Media and the Additional Parties, the “Parties” and each, a “Party”).
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Policies and Rights. Included Within Assets 61 Section 9.2 Post-Separation Time Claims 61 Section 9.3 Administration; Other Matters 62 Section 9.4 Shared Claims 62 Section 9.5 Agreement for Waiver of Conflict and Insurance Litigation and/or Recovery Efforts 62 Section 9.6 Directors and Officers Liability Insurance 63 Section 9.7 No Coverage for Post-Effective Occurrences 63 Section 9.8 Cooperation 63 Section 9.9 Air Products as General Agent and Attorney-In-Fact 63 Section 9.10 Additional Premiums, Return Premiums and Pro Rata Cancellation Premium Credits 63 Section 9.11 Certain Matters Relating to Air Products’ Organizational Documents 63 Article X MISCELLANEOUS Section 10.1 Complete Agreement; Construction 64 Section 10.2 Ancillary Agreements 64 Section 10.3 Counterparts 64 Section 10.4 Survival of Agreements 64 Section 10.5 Expenses 64 Section 10.6 Notices 65 Section 10.7 Waivers 66 Section 10.8 Assignment 66 Section 10.9 Successors and Assigns 66 Section 10.10 Termination and Amendment 66 Section 10.11 Payment Terms 67 Section 10.12 Subsidiaries 67 Section 10.13 Third Party Beneficiaries 67 Section 10.14 Title and Headings 67 Section 10.15 Exhibits and Schedules 68 Section 10.16 Governing Law 68 Section 10.17 Severability 68 Section 10.18 Public Announcements 68 Section 10.19 Interpretation 68 Section 10.20 No Duplication; No Double Recovery 69 Section 10.21 Tax Treatment of Payments 69 Section 10.22 No Waiver 69 Section 10.23 No Admission of Liability 69 List of Exhibits Exhibit A Employee Matters Agreement Exhibit B Tax Matters Agreement Exhibit C Transition Services Agreements Exhibit D IP Assignment Agreement Exhibit E IP Cross License Index of Defined Terms Action Section 1.1 Affiliate Section 1.1 Agreement Preamble Air Products Preamble Air Products Accounts Section 2.13(a) Air Products Asset Transferee Section 1.1 Air Products Board Recitals Air Products Common Stock Section 1.1 Air Products CSIs Section 2.10(d) Air Products Group Section 1.1 Air Products Group Real Property Section 1.1 Air Products Indemnitees Section 1.1 Air Products Released Liabilities Section 6.1(a)(i) Air Products Retained Assets Section 1.1 Air Products Retained Business Section 1.1 Air Products Retained Liabilities Section 1.1 Air Products Retained Names Section 1.1 Ancillary Agreements Section 1.1 Arbitral Tribunal Section 8.2(a) Asset Transferors Section 1.1 Assets Section 1.1 Assume Section 2.2(c), Section 1.1 Assumed Section 1.1 Assumption Section 1.1 Audited Party Section 7.2(b) Busines...
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Related to Policies and Rights

  • Policies and Procedures i) The policies and procedures of the designated employer apply to the employee while working at both sites.

  • Policies and Temporary Policies Registry Operator shall comply with and implement all Consensus Policies and Temporary Policies found at <xxxx://xxx.xxxxx.xxx/general/consensus-policies.htm>, as of the Effective Date and as may in the future be developed and adopted in accordance with the ICANN Bylaws, provided such future Consensus Polices and Temporary Policies are adopted in accordance with the procedure and relate to those topics and subject to those limitations set forth in Specification 1 attached hereto (“Specification 1”). Data Escrow. Registry Operator shall comply with the registry data escrow procedures set forth in Specification 2 attached hereto (“Specification 2”).

  • Policies and Practices The employment relationship between the Parties shall be governed by this Agreement and the policies and practices established by the Company and the Board of Directors (hereinafter referred to as the “Board”). In the event that the terms of this Agreement differ from or are in conflict with the Company’s policies or practices or the Company’s Employee Handbook, this Agreement shall control.

  • Violence Policies and Procedures The Employer agrees to have in place explicit policies and procedures to deal with violence. The policy will address the prevention of violence, the management of violent situations, provision of legal counsel and support to employees who have faced violence. The policies and procedures shall be part of the employee's health and safety policy and written copies shall be provided to each employee. Prior to implementing any changes to these policies, the employer agrees to consult with the Association.

  • Compliance Policies and Procedures To assist the Fund in complying with Rule 38a-1 of the 1940 Act, BBH&Co. represents that it has adopted written policies and procedures reasonably designed to prevent violation of the federal securities laws in fulfilling its obligations under the Agreement and that it has in place a compliance program to monitor its compliance with those policies and procedures. BBH&Co will upon request provide the Fund with information about our compliance program as mutually agreed.

  • General Guidelines 1. Conduct yourself in a responsible manner at all times in the laboratory.

  • Company Policies and Procedures 7.1.1 The Company will ensure that Employees are able to readily access Company policies and procedures that apply to the Employees.

  • Sub-Advisor Compliance Policies and Procedures The Sub-Advisor shall promptly provide the Trust CCO with copies of: (i) the Sub-Advisor’s policies and procedures for compliance by the Sub-Advisor with the Federal Securities Laws (together, the “Sub-Advisor Compliance Procedures”), and (ii) any material changes to the Sub-Advisor Compliance Procedures. The Sub-Advisor shall cooperate fully with the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and report to the Trust’s Board of Trustees on the operation of the Sub-Advisor Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Advisor Compliance Procedures involving the Sub-Advisor Assets. The Sub-Advisor shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Advisor’s compliance with the Sub-Advisor Compliance Procedures in managing the Sub-Advisor Assets, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Advisor that arose under the Sub-Advisor Compliance Procedures that affected the Sub-Advisor Assets. At least annually, the Sub-Advisor shall provide a certification to the Trust CCO to the effect that the Sub-Advisor has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Advisor with the Federal Securities Laws.

  • Responsibilities of Business Associate Business Associate agrees:

  • Policies All policies of insurance (the “Policies”) required pursuant to Section 7.1.1 shall (i) be issued by companies approved by Lender and licensed to do business in the State, with a claims paying ability rating of “A” or better by S&P (and the equivalent by any other Rating Agency) (provided, however for multi-layered policies, (a) if four (4) or less insurance companies issue the Policies, then at least 75% of the insurance coverage represented by the Policies must be provided by insurance companies with a claims paying ability rating of “A” or better by S&P (and the equivalent by any other Rating Agency), with no carrier below “BBB” (and the equivalent by any other Rating Agency) or (b) if five (5) or more insurance companies issue the Policies, then at least sixty percent (60%) of the insurance coverage represented by the Policies must be provided by insurance companies with a claims paying ability rating of “A” or better by S&P (and the equivalent by any other Rating Agency), with no carrier below “BBB” (and the equivalent by any other Rating Agency), and a rating of A:XV or better in the current Best’s Insurance Reports; (ii) name Lender and Senior Lender and its successors and/or assigns as their interest may appear as the mortgagee (in the case of property insurance), loss payee (in the case of business interruption/loss of rents coverage) and an additional insured (in the case of liability insurance); (iii) contain (in the case of property insurance and subject to the rights of Senior Lender) a Non-Contributory Standard Mortgagee Clause and a Lender’s Loss Payable Endorsement, or their equivalents, naming Lender as the person to which all payments made by such insurance company shall be paid, subject to the rights of Senior Lender; (iv) contain a waiver of subrogation against Lender; (v) subject to the rights of Senior Lender, be assigned and the originals thereof delivered to Lender; (vi) contain such provisions as Lender deems reasonably necessary or desirable to protect its interest, including (a) endorsements providing that neither Borrower, Owner, Lender nor any other party shall be a co-insurer under the Policies, (b) that Lender shall receive at least thirty (30) days’ prior written notice of any modification, reduction or cancellation of any of the Policies, (c) an agreement whereby the insurer waives any right to claim any premiums and commissions against Lender, provided that the policy need not waive the requirement that the premium be paid in order for a claim to be paid to the insured and (d) providing that Lender is permitted to make payments to effect the continuation of such policy upon notice of cancellation due to non-payment of premiums; (vii) in the event any insurance policy (except for general public and other liability and workers compensation insurance) shall contain breach of warranty provisions, such policy shall provide that with respect to the interest of Lender, such insurance policy shall not be invalidated by and shall insure Lender regardless of (a) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (b) the occupancy or use of the premises for purposes more hazardous than permitted by the terms thereof, or (c) any foreclosure or other action or proceeding taken by Lender pursuant to any provision of the Loan Documents; and (viii) be satisfactory in form and substance to Lender and approved by Lender as to amounts, form, risk coverage, deductibles, loss payees and insureds. Borrower shall cause Owner to pay the premiums for such Policies (the “Insurance Premiums”) as the same become due and payable and furnish to Lender evidence of the renewal of each of the Policies together with (unless such Insurance Premiums have been paid by Senior Lender pursuant to Section 3.3 of the Senior Loan Agreement) receipts for or other evidence of the payment of the Insurance Premiums reasonably satisfactory to Lender. If Borrower does not furnish such evidence and receipts at least thirty (30) days prior to the expiration of any expiring Policy, then Lender may, but shall not be obligated to, procure such insurance and pay the Insurance Premiums therefor, and Borrower shall reimburse Lender for the cost of such Insurance Premiums promptly on demand, with interest accruing at the Default Rate. Borrower shall deliver (or cause Owner to deliver) to Lender a certified copy of each Policy within thirty (30) days after its effective date. Within thirty (30) days after request by Lender, Borrower shall obtain (or cause Owner to obtain) such increases in the amounts of coverage required hereunder as may be reasonably requested by Lender, taking into consideration changes in the value of money over time, changes in liability laws, changes in prudent customs and practices, and the like.

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