Insurance and Indemnification Sample Clauses

Insurance and Indemnification. The Executive shall be entitled to indemnification, including advancement of expenses (if applicable), in accordance with and to the extent provided by the Company’s bylaws and articles of incorporation, and any separate indemnification agreement, if any.

Insurance and Indemnification. (a) Parent agrees that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving C...

Insurance and Indemnification. (1) Prior to the Acquisition Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Date. (3) This Section 4.9 shall survive the consummation of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified Persons.

Insurance and Indemnification. ‌ Vendor shall be fully liable for the actions of its agents, employees, partners, or third party suppliers and shall fully indemnify, defend, and hold harmless the Florida Sheriffs Association, the participating agencies, and their officers, agents, and employees from suits, actions, damages, and costs of every name and description, including legal counsels’ fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by bidder, its agents, employees, partners, or third party suppliers; provided, however, that the bidder shall not indemnify for that portion of any loss or damages resulting directly from the negligent acts or omissions of the Florida Sheriffs Association and participating agencies or proximately caused by intentional wrongful acts or omissions of the Florida Sheriffs Association and participating agencies. Vendor’s obligations under the above paragraph with respect to legal action are contingent upon the Florida Sheriffs Association and/or participating agencies giving the bidder (1) written notice of any action or threatened action, and (2) the opportunity to take over and settle or defend any such action at bidder’s sole expense. Vendor shall not be liable for any cost, expense or compromise incurred by the Florida Sheriffs Association, or participating agencies, in any legal action without bidder’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. The vendor shall be responsible for the work and every part thereof, and for all materials, tools, appliances and property of every description, used in connection with this particular project. The vendor shall specifically and distinctly assume, and does so assume, all risks of damage or injury to property or persons used or employed on or in connection with the work and of all damage or injury to any person or property wherever located, resulting from any action or operation under the contract or in connection with the work. It is understood and agreed that at all times the vendor is acting as an independent contractor. The vendor at all times during the full duration of work under this contract, including extra work in connection with this project shall meet the requirements of this section. The vendor shall maintain automobile liability insurance including property damage covering all owned, non-owned or hired automobiles and equipment used in connection with the w...

Insurance and Indemnification. In accordance with Applicable Laws, the SPONSOR shall be liable, even without fault, for any damage incurred by a Study Participant or, in the case of death, his rightful claimants, that arises either in direct or indirect connection with the Study and shall provide compensation therefore. The SPONSOR shall enter into an insurance contract in accordance with Applicable Laws. Each Party, shall indemnify and hold harmless the other, its agents and employees (collectively the “Other Party’s Indemnitees”) from any and all duly evidenced liabilities, claims, actions, or suits to the extent caused by its negligence or wrongful acts or omissions; or the negligence or wrongful acts or omissions of its agents or employees pertaining to the activities to be carried out pursuant to the obligations under this Agreement. Each Party shall promptly notify the other in writing of any such complaint, claim or injury relating to any loss subject to this indemnification. Neither Party shall indemnify and hold harmless the Other Party’s Indemnitees from liabilities arising out of negligence or wrongful acts or omissions of such Other Party’s Indemnitees. Without prejudice to SPONSOR’s no-fault liability towards Study Participants, the SPONSOR recognizes the need for the INVESTIGATOR to provide, at SPONSOR’s expense reasonable and necessary care for Study Participants involved in the Study with any adverse reaction in direct or indirect connection with the Study. In case of gross negligence or willful misconduct of the INVESTIGATOR and/or INSTITUTION, the SPONSOR may seek recourse against the INVESTIGATOR and/or the INSTITUTION. Except in case of gross negligence or wilful misconduct, [including breach of Sponsor Owned Inventions under Article 6.4.3, […][…] ], or where such limitation would be prohibited by mandatory provisions of law, the INSTITUTION’s total liability and indemnification obligation under this Agreement to the SPONSOR [and CRO jointly] under any and all circumstances for direct damages jointly shall under any and all circumstances not exceed (a) for damages covered under the civil liability insurance policy of the INSTITUTION in accordance with Article 7.6, the effective coverage under such insurance policy, and (b) for damages not covered under the civil liability insurance policy of the INSTITUTION (i) per occurrence an amount corresponding to the aggregated fees (excluding pass through costs) paid or/to be paid by the SPONSOR (and/or CRO) to the INSTITUTION...

Insurance and Indemnification. 11.1 You will, upon commencement of the Term, purchase and at all times maintain in full force and effect: A. Workers' compensation insurance (if required by Your State law) in amounts prescribed by law; B. Fire and lightning, extended coverage, theft, vandalism and malicious mischief, flood (if the Unit is in a Designated Flood Hazard Area), and sprinkler leakage insurance on the Unit and all fixtures, equipment, supplies and other property used in the operation of the Unit, for not less than 80% of the cash value of the same, except that an appropriate deductible clause will be permitted; C. Comprehensive general liability insurance and product liability insurance coverage in such amounts and upon such terms as may from time to time be customary for retail businesses located in Your Territory, but not less than $1,000,000.00, insuring both You and FUA as an additional insured against all claims, suits, obligations, liabilities, and damage, including attorneys' fees, based upon or arising out of actual or alleged personal injuries or property damage relating to the use or condition of the Unit; and, D. Such additional insurance as may be required by the terms of any lease or mortgage for the Unit. The liability insurance afforded by the policy or policies will not be limited in any way by reason of any insurance that may be maintained by FUA. 11.2 All policies of insurance required under this Section will be with responsible companies qualified to do business and in good standing in the state where the Unit is located, and will be in a form reasonably satisfactory to FUA. 11.3 Prior to opening for business You will furnish to FUA certificates issued by each of Your insurers indicating that all premiums due have been paid, that all required insurance is in full force and effect and that the insurance will not be terminated or changed without at least 30 days' prior written notice from the insurer to FUA. 11.4 New certificates evidencing renewal of insurance will be furnished at least 30 days prior to the date of expiration of each policy. Within 5 days of any request by FUA, You will deliver a copy of all insurance policies to FUA for examination. 11.5 If You fail to obtain or maintain adequate insurance, FUA may, at its election and sole discretion, obtain insurance for and in Your name. Within 5 days of any written request by FUA, You will pay all costs of obtaining adequate insurance. 11.6 You will indemnify, defend and hold FUA harmless against all cla...

Insurance and Indemnification. (a) In addition to any insurance which may be required under the Lease, Tenant shall secure, pay for and maintain or cause Tenant’s Contractors to secure, pay for and maintain during the continuance of the Work within the Building or Premises, insurance in the following minimum coverages and the following minimum limits of liability: (i) Worker’s Compensation and Employer’s Liability Insurance with limits of not less than $500,000.00, or such higher amounts as may be required from time to time by any Employee Benefit Acts or other statutes applicable where the work is to be performed, and in any event sufficient to protect Tenant’s Contractors from liability under the aforementioned acts. (ii) Comprehensive General Liability Insurance (including Contractors’ Protective Liability) in an amount not less than $1,000,000.00 per occurrence, whether involving bodily injury liability (or death resulting therefrom) or property damage liability or a combination thereof with a minimum aggregate limit of $2,000,000.00, and with umbrella coverage with limits not less than $5,000,000.00. Such insurance shall provide for explosion and collapse, completed operations coverage and broad form blanket contractual liability coverage and shall insure Tenant’s Contractors against any and all claims for bodily injury, including death resulting therefrom, and damage to the property of others and arising from its operations under the contracts whether such operations are performed by Tenant’s Contractors or by anyone directly or indirectly employed by any of them. (iii) Comprehensive Automobile Liability Insurance, including the ownership, maintenance and operation of any automotive equipment, owned, hired, or non-owned in an amount not less than $500,000.00 for each person in one accident, and $1,000,000.00 for injuries sustained by two or more persons in any one accident and property damage liability in an amount not less than $1,000,000.00 for each accident. Such insurance shall insure Tenant’s Contractors against any and all claims for bodily injury, including death resulting therefrom, and damage to the property of others arising from its operations under the contracts, whether such operations are performed by Tenant’s Contractors, or by anyone directly or indirectly employed by any of them. (iv) “All-risk” builder’s risk insurance upon the entire Work to the full insurable value thereof. This insurance shall include the interests of Landlord and Tenant (and their respective ...

Insurance and Indemnification. Lessee shall always obtain and maintain continuously in effect during the term of this lease agreement and all renewals, at Lessee’s sole expense, general liability insurance with limits not less than $300,000.00 combined single limit for each accident/occurrence for bodily injury and property damage in or near the hangar or on the hangar space site. Lessee shall provide in each policy that the insurance company or companies immediately send Lessor a copy of said policy and all renewal and cancellation notices. Failure to submit such proof of insurance shall be sufficient grounds to terminate this lease agreement. Lessee bears sole risk of loss to the hangar, all aircraft and personal property on the premises or in the hangar. Lessor shall not be responsible for any damage or injury to Lessee, employees, agents, or guests of ▇▇▇▇▇▇, or property of ▇▇▇▇▇▇, arising out of the occupancy of the premises. Lessee shall indemnify and hold harmless the Lessor and Lander City Council members, the Airport Board members, employees, and agents of Lessor against any and all claims for loss or damage occasioned by or arising out of, direct or indirect, rental or occupancy of said hangar space and ▇▇▇▇▇▇’s hangar and the use of the airport. Such indemnification shall include any cost to Lessor, including court costs and attorney fees, in defending any claim against ▇▇▇▇▇▇. ▇▇▇▇▇▇ promises and agrees to pay to Lessor any damage to the leased premises arising out of ▇▇▇▇▇▇’s rental or occupancy of the premises. Nothing in this paragraph relieves Lessor of liability for ▇▇▇▇▇▇’s own negligence or intentional torts, for which Lessor shall indemnify and defend Lessee to the same extent set forth above. The liability insurance policy or policies required under the terms of this Agreement shall name Lessor as additional insured.

Insurance and Indemnification. 28.1 Minimum Insurance Requirements Unless higher amounts or additional coverage are stated elsewhere in this agreement, during the performance of this Order, Seller shall maintain the following types of insurance coverage in the minimum amounts stated: