Prior Acts Coverage Sample Clauses

Prior Acts Coverage. If the insurance coverage acquired under Subsection 2.14.1 above is claims made, and not occurrence coverage, then upon the termination of this Agreement for any reason whatsoever, the P.A. shall secure and maintain in effect for its benefit, the benefit of the Physicians, and Ambergris, prior acts coverage (tail insurance coverage) for a period of seven (7) years after the date of termination, in the amount of malpractice insurance coverage then in effect at the time of the termination of this Agreement for any acts of malpractice alleged to have been committed by the P.A. or any Physician during the term of this Agreement. The P.A. shall promptly provide, upon the request of Ambergris, a certificate of such insurance.
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Prior Acts Coverage. Prior to the Closing, PC Seller shall use best efforts to obtain the malpractice polices and loss run reports for the Transferred Providers, including those insured by “slotted” policies. After review by Acquirors of the policies and reports submitted by PC Seller, PC Buyer shall have the right to require, after consultation with Selling Group, the Transferred Provider in question to (a) change insurance carriers (if not insured by an admitted carrier in the State of New York), (b) obtain prior acts coverage to the extent that the Transferred Provider in question does not have coverage for a period of time at least as long as the statute of limitations for medical malpractice in the State of New York for an adult patient, or (c) obtain increased medical malpractice coverage with limits up to One Million Three Hundred Thousand Dollars ($1,300,000) per occurrence and Three Million Nine Hundred Thousand Dollars ($3,900,000) in the annual aggregate, as applicable. In the event Acquirors determine in good faith that either of the foregoing options is not commercially reasonable, Acquirors shall have the right, upon consultation with Selling Group, to terminate the employment of the Transferred Provider in question. The foregoing obligations of Selling Group and the costs associated with actions taken under subsections (a), (b), and (c) herein, shall hereinafter be defined as “Selling Group’s Prior Acts Liabilities”. To the extent permitted by such individual based policy(ies), each Provider shall appoint PC Buyer, or an employee of PC Buyer or an Affiliate of PC Buyer, as his or her program administrator.
Sample 1
Prior Acts Coverage. Physician represents and warrants that Physician has purchased or otherwise arranged for adequate tail insurance coverage or otherwise extinguished liability for occurrences before the Effective Date. Certificate of Insurance. Each party shall provide the other party, if applicable and upon request of the other party, with certificates issued by the insurance carrier or its agent evidencing that insurance required by 0. Compensation And Benefits Physician shall receive such compensation and benefits more fully described in Exhibit B, attached hereto and incorporated herein by this reference. Physician shall not be entitled to any compensation or benefits except as specifically set forth in this Agreement or in Exhibit B. Confidentiality And Non-Compete Confidentiality. Physician acknowledges that during Physician’s employment by Company, Physician may be brought into contact with Company's or Hospital’s confidential patient records, business plans, methods of operations, compensation methods and formulas, performance standards, pricing policies, marketing strategies, records, trade secrets and other information about Company and Hospital’s operations and business of a confidential nature (“Confidential Information”). Therefore, during the term of this Agreement and thereafter, Physician shall not in any manner, directly or indirectly, disclose or divulge to any person or other entity whatsoever, whether directly or indirectly in competition with Company or Hospital, or use for any purpose any Confidential Information, except as required by law or expressly authorized in writing by Company. Upon the expiration or termination of this Agreement for any reason, Physician shall immediately return to Company any and all Confidential Information in Physician’s possession or control, including, but not limited to, any originals or copies of, or computer discs containing policies, procedures, patient medical records, operation or employment materials, xxxxxxxx or billing information. Physician shall not retain any Confidential Information in any form (e.g., computer hard drive, microfilm, etc.) upon the expiration or termination of this Agreement.
Sample 1
Prior Acts Coverage. Physician represents and warrants that Physician has purchased or otherwise arranged for adequate tail insurance coverage or otherwise extinguished liability for occurrences before the Effective Date.
Sample 1
Prior Acts Coverage. The Company shall ensure that Xxxxx retains his rights to coverage under the Company’s director and officer insurance policies, and to indemnification under the Company’s charter documents, in each case in connection with his prior services as a director of the Company, for a period of at least five years after the Effective Date.
Sample 1

Related to Prior Acts Coverage

  • BUSINESS COVERED A. By this contract (the "Contract") the Company cedes to the Reinsurer and the Reinsurer hereby accepts, assumes liability for, and reinsures the Company's 100% share in the interests and liabilities arising out of directly or indirectly, in whole or in part or in connection with the Aggregate Excess of Loss Credit Insurance Policy (policy number ), effective January 1, 2020 (hereinafter referred to as the "Policy") issued to Federal National Mortgage Association (hereinafter referred to as the "Insured"). This reinsurance is a 100% cession of all of the Company's liability under the Policy. The reinsurance shall inure to the benefit of the Insured, subject to and in accordance with the terms, provisions, conditions and stipulations of the Policy and the provisions of this Contract. As set forth in this Contract, the Insured shall have the right to bring an action against the Reinsurer to recover the loss sustained by the Insured for which the Reinsurer is liable hereunder.

  • Prior Employment Agreements The Executive represents that he/she has not executed any agreement with any previous employer which may impose restrictions on Executive’s employment with the Employer.

  • Workers’ Compensation and Employer’s Liability Insurance The Contractor shall have in effect during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement.

  • ’ Compensation and Employer’s Liability Insurance a. Statutory California Workers' Compensation coverage including broad form all-states coverage.

  • Compensation; Employment Agreements 18 5.15 Noncompetition, Confidentiality and Nonsolicitation Agreements; Employee Policies.................................................. 18 5.16

  • Directors and Officers Liability Insurance 6.01 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 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 directors' and officers' 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. 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.

  • 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.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any of its directors, officers or employees or those of its subsidiaries or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (1) for normal individual increases in compensation to employees (other than executive officers or directors) in the ordinary course of business consistent with past practice, (2) for other changes that are required by applicable law and (3) to satisfy Previously Disclosed contractual obligations.

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