Policy Liabilities Sample Clauses

Policy Liabilities. Policy Liabilities include those contractual liabilities and obligations concerning the Policies as written in the Policy contracts to the extent assumed in the Assumption Endorsement. For avoidance of doubt, the Assumption Endorsement contains language concerning dividends different from the language set forth in the Policies concerning dividends. The Assumption Endorsement shall govern IA American’s obligations concerning Policy dividends. The reserves related to Policy Liabilities are listed in Exhibit 1.20 attached to this Agreement. The Parties contemplate further identifying these liabilities in a schedule to be exchanged at Closing.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Policy Liabilities. The Reinsurer accepts, reinsures, and assumes the Policy Liabilities subject to any and all defenses, setoffs, and counterclaims to which the Company would be entitled with respect to the Policy Liabilities, it being expressly understood and agreed by the Parties hereto that no such defenses, setoffs, or counterclaims are or shall be waived by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and that the Reinsurer is and shall be fully subrogated in and to all such defenses, setoffs, and counterclaims. From and after the Effective Time, as among the Parties, the Reinsurer shall bear and shall have responsibility for paying or performing all Policy Liabilities. The Policy Liabilities ceded under this Agreement shall be subject to any changes required by law or regulation and the same rates, terms, conditions, waivers, interpretations, modifications and alterations as the Non-Novated Dental Policies.
Sample 1
Policy Liabilities. From and after the Effective Time, as between ------------------ the parties, the Reinsurer shall bear and shall have responsibility for paying all Policy Liabilities, including but not limited to liabilities for surrenders, withdrawals, and claims for benefits incurred on or after the Effective Time. The Reinsurer hereby agrees to pay directly any Policy Liabilities under the Policies on behalf of, and in the name of, the Company; provided, however, that -------- ------- the Reinsurer shall have no direct or indirect obligation itself to insureds, claimants, or beneficiaries under such Policies. The liability of the Reinsurer on any Policy shall begin simultaneously with that of the Company, but not prior to the Effective Time.
Sample 1
Policy Liabilities. Policy Liabilities include those contractual liabilities and obligations concerning the Policies as written in the Policy contracts to the extent assumed in the Assumption Endorsement. For avoidance of doubt, the Assumption Endorsement contains language concerning dividends different from the language set forth in the Policies concerning dividends. The Assumption Endorsement shall govern IA American’s obligations concerning Policy dividends. The reserves related to Policy Liabilities are listed in Exhibit 1.20 attached to the Assumption Reinsurance Agreement. The Parties contemplate further identifying these liabilities in a schedule to be exchanged at Closing.
Sample 1
Policy Liabilities. For the purposes of this Agreement, the term "Policy Liabilities" means all amounts or benefits payable under the terms and conditions of, or with respect to, the Insurance Policies, including without limitation: (a) all losses and loss adjustment expenses; (b) all liability for premium taxes and commissions payable with respect to the Insurance Policies based on insurance premiums paid on or after the Closing Date; (c) all liability in connection with the participation by Fremont or AHIC, whether involuntary or voluntary, in any guaranty fund, insolvency fund, plan, pool, association or other similar fund or association, established or governed by state, federal or foreign law or any other jurisdiction, which participation is based on insurance premiums paid after the Closing Date; and (d) all liability for returns or refunds of insurance premiums with respect to the Insurance Policies; and (c) all loss in excess of limits, extra-contractual obligations and associated allocated loss adjustment expense (all as defined in the Quota Share Reinsurance Agreement of even date herewith between Fremont and SCPIE Indemnity Company (the "Quota Share Reinsurance Agreement")) arising out of or related to acts, omissions or occurrences on or after 12:01 a.m. Pacific Standard Time on the Closing Date.
Sample 1
Policy Liabilities. The term "
Sample 1
Policy Liabilities. Policy Liabilities" shall mean any and all of the Company's gross risks, liabilities and obligations, based upon or arising out of the Policies including, but not limited to, gross risks, liabilities and obligations for (a) claims or losses in respect of the Policies, including Extra Contractual Obligations, and any attorneys' fees related to such claims or losses; (b) commissions, fees, other payments due to, or claims made by, any agent, general agent, manager, broker, producer or any other person who marketed or produced the Policies including claims made under the Selling Agreements pursuant to which the Policies were sold; (c) any premiums or other amounts payable under the Third-Party Reinsurance Agreements; (d) premium taxes or assessments in connection with participation by the Company, whether involuntary or voluntary, in any guaranty fund established or governed by any state or jurisdiction arising on account of premiums paid at any time under the Policies; (e) returns or refunds of premiums (irrespective of when due) under the Policies; and (f) policyholder dividends declared at any time by the Company on participating Policies. With respect to the fraternal certificates included among the Policies, "Policy Liabilities" shall include, but not be limited to, any and all of the Company's gross risks, liabilities and obligations, based upon or arising out of the terms and conditions of coverage under such fraternal certificates specified in Article VII of the Company's By-Laws and set forth in Schedule 1.15 attached hereto.
Sample 1
AutoNDA by SimpleDocs

Related to Policy Liabilities

  • Primary Liability The liability of Guarantor with respect to the Master Lease shall be primary, direct and immediate, and Landlord may proceed against Guarantor: (a) prior to or in lieu of proceeding against Tenant, its assets, any security deposit, or any other guarantor; and (b) prior to or in lieu of pursuing any other rights or remedies available to Landlord. All rights and remedies afforded to Landlord by reason of this Guaranty or by law are separate, independent and cumulative, and the exercise of any rights or remedies shall not in any way limit, restrict or prejudice the exercise of any other rights or remedies. In the event of any default under the Master Lease, a separate action or actions may be brought and prosecuted against Guarantor whether or not Tenant is joined therein or a separate action or actions are brought against Tenant. Landlord may maintain successive actions for other defaults. Landlord’s rights hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any such action or by any number of successive actions until and unless all indebtedness and Obligations the payment and performance of which are hereby guaranteed have been paid and fully performed.

  • Indemnity/Liability You shall indemnify, and hold harmless RIM, the RIM Group of Companies, RIM's affiliates, suppliers, successors, agents, authorised distributors, (including Airtime Service Providers) and assigns and each of their directors, officers, employees and independent contractors (each a "RIM Indemnified Party") from any damages, losses, costs or expenses (including reasonable lawyers’ fees and costs) incurred by a RIM Indemnified Party, and at the RIM Indemnified Party’s request defend at Your expense any third party claim or proceeding brought against the RIM Indemnified Party, arising from: (a) infringement of patents or other intellectual property or proprietary rights arising from combining with or using any device (other than a BlackBerry Handheld Product), system or service in connection with Your BlackBerry Solution or any portion thereof; or (b) Your breach of this Agreement or any Addendum to this Agreement. No remedy herein conferred upon RIM is intended to be, nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies shall be cumulative.

  • University Liability The University is not responsible for any damage or injury to the Student or any other individual or property in University Housing beyond its control. The Student agrees that the University is not responsible for any damage or injury from any act of another resident or any other person. The Student agrees that the University is not responsible or liable to the Student for any personal property that is lost, stolen, or missing from University Housing. The Student shall be responsible for having adequate and appropriate insurance (i.e., homeowners supplemental insurance and/or renter’s insurance) to protect against any loss or damage to the Student’s personal property, University property and/or University Housing (e.g. fire caused by student).

  • Warranty Liability Claims regarding the weight, the quantity and other obvious defects shall be reported immediately, at the latest, however, 2 weeks after receipt of the goods; hidden defects shall be reported in writing immediately after they have been detected. If the Purchaser does not report defects in time and if he does not provide immediately on request samples of the non-conforming goods, all claims for defects shall be void. Correct handling of a formal notice of complaint does not constitute renuncia- tion of compliance with this provision. All claims for defects which are not due to intent, even in case of hidden defects, shall be time-barred at the latest 12 months after delivery. In case of justified complaints, the Purchaser shall be entitled, at our choice, to free substitution or a credit note against return of the non-conforming goods. Should we refuse to eliminate defects or should we fall behind in our obligations, the Purchaser may grant us a reasonable period of grace; after it has elapsed without result, he may demand rescission of the contract or reduction of payment. Any further claims by the Purchaser arising from legislature and the contract, in particular damage unrelated to the deliv- ered item itself, shall not be accepted, with the exception of claims arising from intent or gross negligence. Replacement of the entire delivery or of the remaining partial delivery may not be demanded as a result of a faulty partial delivery. We may refuse elimination of defects as long as the Purchaser has not fulfilled his obligations to an appropriate extent. We shall be held liable for technical consultation or application and deploy- ment options regarding our products and of all the other relevant information by us or our vicarious agents only in case of explicit written undertaking, pro- vided that the Purchaser has provided us with the information required for cor- rect consultation. The Purchaser is obligated to verify that the goods ordered or suggested are suitable for the purpose envisaged by the Purchaser; we do not warrant suitability thereof. Quality and durability warranties have to be designated in detail as such expressly in writing. Such warranties shall be subject to the above-mentioned sections 2 and 3 to the extent that this is xx- xxxxx admissible. We shall only be held liable for damage if the undertaking pursued the purpose of safeguarding the Purchaser against the damage in- curred. In case of disputes regarding the reporting of defects, the Chamber of Industry and Commerce responsible for the supplier's factory shall designate an officially recognized expert body to issue an exert opinion or an analysis. The unsuccessful party shall bear all costs incurred due to the expert opinion or the analysis.

  • PARTY LIABILITY Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder. Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Agreement.

  • Company Liability 23.1 Nothing in this Agreement excludes or limits the Company’s liability for any matter that cannot be excluded or limited under Applicable Regulations.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Workers’ Compensation Liabilities All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees or Former Cyclerion Employees that result from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, on or before the Distribution Effective Time and while such individual was employed by Ironwood or an Ironwood Group member shall be retained by Ironwood. Any workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees or Former Cyclerion Employees that result from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, following the Distribution Effective Time shall be assumed by Cyclerion; provided, however, that to the extent such a Liability is covered under a workers compensation insurance policy of Ironwood or an Ironwood Group member regardless of when the Liability arises, and such Liability is not covered under a workers compensation insurance policy of Cyclerion or a Cyclerion Group member, such Liability shall be retained by Ironwood or an Ironwood Group member to the extent of such coverage; and provided further, however, that to the extent that Ironwood or an Ironwood Group member, as applicable, receives prior to the Distribution Effective Time an invoice for a covered expense with respect to such Liability, Ironwood shall be responsible for paying such invoice and Cyclerion shall reimburse Ironwood for any amount paid by Ironwood. Notwithstanding the foregoing, Cyclerion shall assume worker’s compensation Liabilities to the extent they are imposed on Cyclerion under applicable Law or where the injury or illness related to the Liability is aggravated or subject to further injury after the Distribution Effective Time. A Liability which must be paid due to the existence of a deductible shall not be deemed to be covered by a workers compensation insurance policy for purposes of this Section 4.4. Subject to the foregoing, Cyclerion and each Cyclerion Group member shall also be solely responsible for all workers’ compensation Liabilities relating to, arising out of, or resulting from any claim incurred for a compensable injury sustained by a Cyclerion Employee that results from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, after the Distribution Effective Time. Ironwood, each Ironwood Group member, Cyclerion and each Cyclerion Group member shall cooperate with respect to processing of claims, any notification to appropriate governmental agencies of the disposition and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

  • Network Security and Privacy Liability Insurance During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

  • Third Party Liability 23.1 For the purposes of the Contracts (Rights of Third Parties) Xxx 0000 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

Time is Money Join Law Insider Premium to draft better contracts faster.