Insurance; Risk of Loss. Seller will, or will cause the Companies and the Subsidiaries to, keep insurance policies currently maintained by Seller or the Companies or the Subsidiaries (with respect to the Business), or suitable replacements therefor, in full force and effect through the close of business on the Closing Date, and Buyer shall become solely responsible for all insurance coverage and related risk of loss based on events occurring after the Closing Date with respect to the Companies, the Transferring Subsidiaries and their respective businesses, assets and current or former employees. All proceeds of insurance payable (in excess of any deductible, retention or self-insurance amount) in respect of any event that occurs on or before the Cut-Off Date, to the extent that the proceeds are for damaged properties or assets of any Company or any Subsidiary (with respect to the Business) and would otherwise be payable to Seller or its Affiliates, shall be received by Seller and (a) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has not been repaired or restored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, and (b) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has been repaired or restored or paid for by Seller, shall be retained by Seller on or prior to the Closing, or, if no proceeds have been received before the Closing, Seller shall be entitled to all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 7.5, neither the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information.
Insurance; Risk of Loss. At all times until the Closing has been consummated, Seller shall maintain in full force and effect casualty and liability insurance on or with respect to the Property, it being understood and agreed that all risk of loss with respect to the Property shall remain with Seller through Closing. In the event that prior to the Closing Date, the Improvements on the Property are damaged, destroyed, or rendered unusable, in whole or in part, by fire, or other cause, then the Purchaser may terminate this Contract by notice to the Seller within ten (10) days of Purchaser’s receipt of Seller’s notice of such damage or proceeding, in which case the Deposit shall be refunded to Purchaser, and thereafter neither party shall have any further obligation or liability to the other by virtue of this Contract, except as otherwise expressly provided herein.
Insurance; Risk of Loss. Prior to the Closing Date, Seller shall (i) maintain the Assets in customary repair, order, and condition, reasonable wear and tear and damage by fire or other unavoidable casualty excepted, (ii) maintain insurance on the Assets consistent with its historical practices and all risk of loss shall be on Seller, and (iii) remain in substantial compliance with any obligations it has under the Assumed Contracts or otherwise relating to maintenance of and insurance upon the Assets.
Insurance; Risk of Loss. Seller Parent will, and will cause the Business Subsidiaries and the Selling Parties to, keep insurance policies currently maintained in respect of the Business, the Purchased Assets and current or former employees of the Business, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. For any claim that may be asserted against the Business or any Business Subsidiary after the Closing Date arising out of events, incidents, conduct or circumstances that occurred and/or existed prior to the Closing Date (such claims, “Post-Closing Claims”): (i) Seller Parent shall ensure that, for a period of eighteen (18) months after the Closing Date, the Business Subsidiaries have access to coverage under the Insurance Policies, in each case subject to the terms and conditions thereof. After the Closing Date, the Business Subsidiaries may seek coverage for any Post-Closing Claim from the applicable insurer under any Insurance Policy, and Seller Parent shall reasonably cooperate with the Business Subsidiaries in connection with the tendering of such claims (including by providing reasonable access to employees and third party claims adjustors); provided, however, that (i) the Business Subsidiaries shall reimburse Seller Parent for all of its out-of-pocket costs and expenses in connection with such cooperation; and (ii) the Business Subsidiaries shall provide prior written notice to Seller Parent of all such coverage claims to be made. Seller Parent shall not make any material change (whether by release, commute, buy-back, or otherwise) to the coverage available under any Insurance Policy without first providing written notice to the applicable Business Subsidiaries.
Insurance; Risk of Loss. Seller shall maintain insurance coverage and related risk of loss for one year following the Closing with respect to the Business and the Assets for events occurring, circumstances existing and Liabilities accruing before the Closing.
Insurance; Risk of Loss. At all times until the Closing has been consummated, Seller shall maintain in full force and effect casualty and liability insurance on or with respect to the Property, it being understood and agreed that all risk of loss with respect to the Property shall remain with Seller through Closing. In the event that prior to the Closing Date, the Improvements on the Property are damaged, destroyed, or rendered unusable by fire, or other cause (“Casualty”), and the cost to repair such Casualty shall exceed $300,000.00, then the Purchaser may terminate this Contract by notice to the Seller within ten (10) days of Purchaser’s receipt of Seller’s notice of such damage or proceeding, in which case the Deposit shall be refunded to Purchaser, and thereafter neither party shall have any further obligation or liability to the other by virtue of this Contract, except as otherwise expressly provided herein. In the event Purchaser shall not elect to terminate this Contract or in the event Purchaser fails timely to terminate this Contract pursuant to the foregoing or in the event of any damage or destruction to such improvements the cost of repair for which is less than $300,000.00 (for which no termination right shall apply under this Section), but only if the Casualty is an insured risk under the applicable commercial property insurance policy then carried by Seller, Purchaser shall be entitled to receive at Closing an absolute assignment from Seller of any interest Seller may have otherwise had in the proceeds of any insurance on the Property (including any rent loss insurance allocable to the period from and after the Closing Date) plus Seller shall pay any deductible under said commercial property insurance less any costs incurred by Seller in securing such proceeds and/or adjusting the loss and/or in undertaking any required repairs and Purchaser shall proceed with the Closing on the Property in its then “as-is” condition with no reduction in the Purchase Price.
Insurance; Risk of Loss. HEDRA assumes all risk of destruction, loss or damage to the Property prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, HEDRA shall immediately give Developer notice of such condemnation, taking or damage. After receipt of notice of such condemnation, taking or damage (from HEDRA or otherwise), Developer shall have the option (to be exercised in writing within thirty (30) days) either (a) to require HEDRA to (i) convey the Property at Closing to Developer in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to Developer at Closing all of HEDRA’s right, title and interest in and to any claims HEDRA may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to Developer at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to HEDRA, whereupon this Agreement shall be terminated, and thereafter neither party shall have any further obligations or liabilities to the other, except for such obligations as survive termination of this Agreement. If the right to terminate this Agreement is not exercised in writing within such thirty (30) day period, such right shall be deemed to have been waived. HEDRA shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without Developer’s prior written consent, which consent shall not be unreasonably withheld.
Insurance; Risk of Loss. To the extent that any insurance policies owned or controlled by Sellers (collectively, the "Sellers Insurance Policies") (i) cover any Damages as to which the Purchaser Indemnified Parties are entitled to indemnification under Section 9.1 or 9.2 of this Agreement and (ii) permit claims to be made thereunder with respect to such Damages ("Sellers Claims"), Sellers shall cooperate, and shall cause their Affiliates to cooperate, with Purchaser in submitting Sellers Claims (or pursuing Sellers Claims previously made) on behalf of Purchaser under the Sellers Insurance Policies. Purchaser shall bear the out-of-pocket expenses of Sellers and their respective Affiliates in the preparing, submitting or pursuing of such Sellers Claims.
Insurance; Risk of Loss. From January 10, 2003, through the end of the Term, Programmer shall maintain with reputable insurance companies reasonably acceptable to Licensee, insurance in such amounts and with respect to such risks reasonably acceptable to Licensee, including broadcast liability insurance naming Licensee as an additional insured, and general comprehensive insurance, also naming Licensee as an additional insured, each with a commercially reasonable amount of coverage as is conventionally carried by broadcasters operating radio stations in the area comparable to those of the Station. The risk of any loss, damage, impairment, confiscation, or condemnation of any equipment or other personal property owned or leased and used by Programmer in the performance of its obligations hereunder shall be borne by Programmer at all times throughout the Term.
Insurance; Risk of Loss. The risk of loss or damage to the Artwork will be borne by Artist until the Artwork is initially installed at the Xxxxxxx Xxxxxx / Xxxxxx Xxxxx Linear Park in Arlington, Texas. The Artist’s insurance will cover the Artwork prior to installation. All risk of loss, liability, or damage to, or related to, the Artwork following such installation will be borne by the City. Insurance will be provided in the amount of the market value (provided by the Artist in accordance with Section 1 of this agreement) for the selected sculpture.
