Third Party Shared Policies Sample Clauses

Third Party Shared Policies. (a) With respect to Third Party Shared Policies for claims that arise out of insured events with an occurrence date prior to the Effective Time, to the extent reasonably possible, Dover will, or will cause the applicable insurance companies or members of the Dover Group that are insured thereunder to (i) continue to provide Xxxxxxx and any other member of the Xxxxxxx Group with access to and coverage under the applicable Third Party Shared Policies, and (ii) reasonably cooperate with Xxxxxxx and take commercially reasonable actions as may be necessary or advisable to assist Xxxxxxx in submitting such claims under the applicable Third Party Shared Policies; provided, that Xxxxxxx shall be responsible for any and all applicable deductibles, self-insured retentions, retrospective premiums, claims-handling charges, co-payments or any other charge or fee legally due and owing relating to such claims and neither Dover nor the insurance company or member of the Dover Group shall be required to maintain such Third Party Shared Policies beyond their current terms. For the avoidance of doubt, if an occurrence date is after the Effective Time, then no payment for any damages, costs of defense, or other sums with respect to such claim shall be available to Xxxxxxx under such Third Party Shared Policies.
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Third Party Shared Policies. (a) With respect to Third Party Shared Policies for claims that arise out of insured events, including an accident, illness, disease, occurrence or offense, taking place in whole and/or in part prior to the Effective Time, to the extent reasonably possible, Trinity will, or will cause the members of the Trinity Group that are insured thereunder and applicable insurance companies to (i) continue to provide Arcosa and any other member of the Arcosa Group with access to and coverage under the applicable Third Party Shared Policies, and (ii) reasonably cooperate with Arcosa and take commercially reasonable actions as may be necessary or advisable to assist Arcosa in submitting such claims under the applicable Third Party Shared Policies; provided, however, that Arcosa shall be responsible for any and all applicable deductibles, self-insured retentions, retrospective premiums, claims-handling charges, co-payments or any other charge or fee legally due and owing relating to such claims, and neither Trinity, any member of the Trinity Group, nor the insurance company shall be required to maintain such Third Party Shared Policies beyond their current terms. For the avoidance of doubt, for any portion of an insured event taking place after the Effective Time, no payment for any damages, costs of defense, or other sums with respect to such claim shall be available to Arcosa under such Third Party Shared Policies.
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Third Party Shared Policies. (a) With respect to Third-Party Shared Policies for claims that arise out of insured events, including an accident, illness, disease, occurrence or offense, taking place in whole and/or in part prior to the Effective Time, to the extent reasonably possible, Crane NXT, Co. will, or will cause the members of the Crane NXT Group that are insured thereunder and applicable insurance companies to (i) continue to provide Crane Company and any other member of the Crane Company Group with access to and coverage under the applicable Third-Party Shared Policies, and (ii) reasonably cooperate with Crane Company and take commercially reasonable actions as may be necessary or advisable to assist Crane Company in submitting such claims under the applicable Third-Party Shared Policies; provided, however, that Crane Company shall be responsible for any and all applicable deductibles, self-insured retentions, retrospective premiums, claims-handling charges, co-payments or any other charge or fee legally due and owing relating to such claims, and neither Crane NXT, Co., any member of the Crane NXT Group, nor the insurance company shall be required to maintain such Third-Party Shared Policies beyond their current terms. For the avoidance of doubt, for any portion of an insured event taking place after the Effective Time, no payment for any damages, costs of defense or other sums with respect to such claim shall be available to Crane Company under such Third-Party Shared Policies.
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Third Party Shared Policies. (a) With respect to Third Party Shared Policies of workers’ compensation and automobile liability insurance that provide excess layer coverage for any Captive Gas Policy, for claims that arise out of occurrences that occur prior to the Effective Time, Duke Energy will, or will cause the applicable captive insurance companies or members of the Duke Energy Group that are insured thereunder to (i) continue to provide Spectra Energy and any other member of the Spectra Energy Group with access to and coverage under the applicable Third Party Shared Policies, and (ii) reasonably cooperate with Spectra Energy and take commercially reasonable actions as may be necessary or advisable to assist Spectra Energy in submitting such claims under the applicable Third Party Shared Policies; provided, that Spectra Energy shall be responsible for its portion of any deductibles or co-payments legally due and owing relating to such claims and neither Duke Energy nor the captive insurance company or member of the Duke Energy Group shall be required to maintain such Third Party Shared Policies beyond their current terms.
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Third Party Shared Policies. (a) With respect to Third Party Shared Policies of workers’ compensation, automobile liability, general/product liability, excess/umbrella liability, directors & officers, crime or fiduciary liability for claims that arise out of insured events with an occurrence date prior to the Effective Time, to the extent reasonably possible, ASD will, or will cause the applicable insurance companies or members of the ASD Group that are insured thereunder to (i) continue to provide WABCO and any other member of the WABCO Group with access to and coverage under the applicable Third Party Shared Policies, and (ii) reasonably cooperate with WABCO and take commercially reasonable actions as may be necessary or advisable to assist WABCO in submitting such claims under the applicable Third Party Shared Policies; provided, that WABCO shall be responsible for any and all deductibles, self-insured retentions, retrospective premiums, claim-handling charges, co-payments or any other charge or fee legally due and owing relating to such claims and neither ASD nor the insurance company or member of the ASD Group shall be required to maintain such Third Party Shared Policies beyond their current terms. For the avoidance of doubt, if an occurrence date is after the Effective Time, then no payment for any damages, costs of defense, or other sums with respect to such claim shall be available to WABCO under such Third Party Shared Policies.
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Third Party Shared Policies. (a) With respect to Third Party Shared Policies of Workers’ Compensation, Automobile Liability, General/Product Liability, Excess/Umbrella Liability, Directors & Officers, Crime or Fiduciary Liability for claims that arise out of insured events with an occurrence date prior to the Effective Time, ASD will, or will cause the applicable insurance companies or members of the ASD Group that are insured thereunder to (i) continue to provide WABCO and any other member of the WABCO Group with access to and coverage under the applicable Third Party Shared Policies, and (ii) reasonably cooperate with WABCO and take commercially reasonable actions as may be necessary or advisable to assist WABCO in submitting such claims under the applicable Third Party Shared Policies; provided, that WABCO shall be responsible for any and all deductibles or co-payments legally due and owing relating to such claims and neither ASD nor the insurance company or member of the ASD Group shall be required to maintain such Third Party Shared Policies beyond their current terms. For the avoidance of doubt, if an occurrence date is after the Effective Time for which coverage is otherwise available under such Third Party Shared Policies, then no payment for any damages, costs of defense, or other sums with respect to such claim shall be available to WABCO under such Third Party Shared Policies. Notwithstanding anything to contrary herein, no Third Party Shared Policy shall be available to WABCO to cover any asbestos premises or asbestosis related product liability claims.
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Third Party Shared Policies. (a) With respect to all Third Party Shared Policies, QEP agrees and covenants (on behalf of itself and each other member of the QEP Group, and each other Affiliate of QEP) not to make any claim or assert any rights against Questar and any other member of the Questar Group, or the unaffiliated third-party insurers of such Third Party Shared Policies, except as expressly provided under Section 10.3 and Section 10.4.
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Related to Third Party Shared Policies

  • Third Party Vendors Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

  • Third Party Contracts From the Effective Date through and including the Closing Date, Seller agrees to enter into only those third-party contracts which are necessary to carry out its obligations under Section 5.2, which shall be on market terms and cancellable on thirty (30) days written notice or less, without payment of any fee or penalty. Copies of all such contracts so entered into by Seller shall be promptly provided by Seller to Purchaser.

  • Third Party Providers Except for those terms and conditions that specifically apply to Third Party Providers, under no circumstances shall any other person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement. Except as may be provided in Third Party Agreements, Company shall have no rights or remedies against Third Party Providers, Third Party Providers shall have no liability of any nature to the Company, and the aggregate cumulative liability of all Third Party Providers to the Company shall be $1.

  • Third Party Contractors Tenant shall obtain and deliver to Landlord, Third Party Contractor’s certificates of insurance and applicable endorsements at least seven (7) business days prior to the commencement of work in or about the Premises by any vendor or any other third-party contractor (collectively, a “Third Party Contractor”). All such insurance shall (a) name Landlord as an additional insured under such party’s liability policies as required by Section 10.3.1 above and this Section 10.6, (b) provide a waiver of subrogation in favor of Landlord under such Third Party Contractor’s commercial general liability insurance, (c) be primary and any insurance carried by Landlord shall be excess and non-contributing, and (d) comply with Landlord’s minimum insurance requirements.

  • Third Party Licenses If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

  • Third Party Content Transfer Agent may provide real-time or delayed quotations and other market information and messages (“Market Data”), which Market Data is provided to Transfer Agent by certain third parties who may assert a proprietary interest in Market Data disseminated by them but do not guarantee the timeliness, sequence, accuracy or completeness thereof. Fund agrees and acknowledges that Transfer Agent shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of, or interruption in any Market Data or the transmission thereof.

  • Shared Contracts (a) Except as set forth on Schedule VIII, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member of the Nuance Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Business (the “Nuance Portion”), which rights shall be a Nuance Asset and which obligations shall be a Nuance Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution, a member of the SpinCo Group shall receive the interest in the benefits and obligations of the SpinCo Portion under such Shared Contract and a member of the Nuance Group shall receive the interest in the benefits and obligations of the Nuance Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

  • Third Party Litigation The undersigned agrees to be available to the Company and its affiliates on a reasonable basis in connection with any pending or threatened claims, charges or litigation in which the Company or any of its affiliates is now or may become involved, or any other claims or demands made against or upon the Company or any of its affiliates, regardless of whether or not the undersigned is a named defendant in any particular case.

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