Certain Insurance Policies Sample Clauses

Certain Insurance Policies. 60 SECTION 4.33 Title Insurance Commitment. . . . . .. . . . 60 ARTICLE 5 CONDITIONS. . . . . . . . . . . . . . . . . . . . . .60 SECTION 5.1 Lender's Conditions . . . . . . . . . . . . .60 ARTICLE 6

Certain Insurance Policies. The insurance policies relating to the Purchased Assets or the operation of the Business set forth in Section 1.1.5 of the Disclosure Letter (the “Assumed Insurance”), which Section shall be updated by Seller and Buyer no later than two (2) business days prior to the Bid Deadline (as defined in the Bidding Procedures Order), except any recoveries or refunds thereunder with respect to actions or occurrences prior to the Closing Date. 2. Section 1.1.12 of the Purchase Agreement is hereby amended by amending and restating such section in its entirety so that, as amended and restated, it shall read as follows:

Certain Insurance Policies. Any and all insurance policies insuring directors and officers of any Seller and any other insurance policies relating to any Employee Benefit Plan, relating to workers compensation and relating to any Excluded Asset or Retained Liability, including without limitation, the proceeds of any and all such policies and pay rights of the Sellers under any such policies.

Certain Insurance Policies. At Closing, Seller will transfer the split- -------------------------- dollar life insurance policies currently maintained by Seller on four of its employees to such employees. Buyer will reimburse Seller or otherwise as Buyer and Seller may agree, an amount equal to the aggregate amount of premiums payable under such policies until they become self-funding, grossed up using a method agreed upon between Buyer and Seller for any income taxes payable by such employees as a result of such transfer, such amount to be determined and paid at Closing.

Certain Insurance Policies. The parties acknowledge that Joxxx Xxxxxx xas made claims with regard to Losses arising from the operations of JR Land Company and its predecessors under certain insurance policies (the "Insurance Policies") under which certain Razore Shareholders, Companies, Subsidiaries and other entities not involved in the transactions contemplated by this Agreement are named insureds. The parties covenant and agree that notwithstanding the Mergers, Joxxx Xxxxxx, for so long as he fulfills his indemnification obligation under Article IX hereof, may continue to make claims under and receive proceeds from any such Insurance Policy with respect to any Losses arising from the operations of JR Land Company and its predecessors, up to the full value of such Insurance Policies; provided, however, that in no event shall the Companies' and Subsidiaries' right to make claims unrelated to JR Land Company under the Insurance Policies be limited. Notwithstanding any other provision of this Agreement, Joxxx Xxxxxx xhall have the sole right to conduct the prosecution of any such claims.

Certain Insurance Policies. If, for any reason, on or before September 28, 1998, (a) Borrower is unable to obtain a continuation, extension or equivalent replacement of each of the two (2) insurance policies issued by Aurora National Life Assurance Company and identified as Policy Nos. C 11634064L and C 11640005L (the "Aurora Policies") for a term extending until at least one (1) month after the Maturity Date, or (b) Borrower is able to do so, but (i) the first (1st) aggregate annual premiums for the Aurora Policies due for coverage after November 27, 1998 will exceed One Hundred Twenty Five Thousand Four Hundred and Seventy Two Dollars ($125,472) (the "Threshold Renewal Premium") and (ii) the average annual increase to such Threshold Renewal Premium for the remainder of the term of the New Hancock Loan will exceed Seventeen Thousand Five Dollars ($17,000), Xorrower shall so notify Lender in writing on or before September 30, 1998, whereupon the following shall occur: (1) Borrower shall elect, by written notice to Lender delivered on or before October 30, 1998, either (A) (in lieu of obtaining a continuation, extension or equivalent replacement of the Aurora Policies) to pay to the Lender on November 27, 1998 a cash amount equal to the Threshold Renewal Premium, and on each subsequent November 27 thereafter a cash amount equal to the amounts set forth in Schedule 4.32 hereto, or (B) to procure a continuation, extension or equivalent replacement of the Aurora Policies for such aggregate face amount as may be obtainable for the annual amounts otherwise payable by Borrower under (A) above. If, for any reason, Borrower fails to issue the written notice of election required under this subsection (1), Borrower shall be deemed to have elected the choice described in clause (1)(A) above.

Certain Insurance Policies. The Parties agree that the insurance policies held by Seller will not be considered Contributed Assets pursuant to the Drop-Down Agreement. Instead, the insurance policies will be assigned and conveyed by Seller to Buyer or its designated Affiliate directly at Closing. The Parties agree that the Drop-Down Agreement executed at Closing will reflect the foregoing.

Certain Insurance Policies. The insurance policies relating to the Purchased Assets or the operation of the Business set forth in Section 1.1.5 of the Disclosure Letter (the “Assumed Insurance”), which Section shall be updated by Seller and Buyer no later than five (5) business days prior to the Bid Deadline (as defined in the Bidding Procedures Order), except any recoveries or refunds thereunder with respect to actions or occurrences prior to the Closing Date.

Certain Insurance Policies. The Board of Managers is authorized to cause the Company to acquire policies of insurance, insuring the Members, Board Members, officers, employees and agents of the Company and any subsidiary against liabilities in connection with the business of the Company and its subsidiaries and insuring the Company and its subsidiaries against liabilities with respect to any indemnification it is legally required or permitted to provide pursuant to Section 4.8.

Certain Insurance Policies. To the extent that, __________________________ after the Closing, any Company or any Subsidiary of any Company experiences any loss arising out of any event occurring prior to the Closing, which loss is covered by any insurance policy maintained by Seller or any of its Affiliates for the benefit of any Company or any Subsidiary of any Company, Seller will use its best efforts to assist the Companies and their Subsidiaries in pursuing a claim under such policy and shall remit to the Companies or their Subsidiaries any proceeds received by Seller or its Affiliates pursuant to such policy (it being understood that Seller has no obligation to provide or pay for insurance coverage for any of the Companies or their Subsidiaries after the Closing).