Workers’ Compensation Claims The Responding Member is responsible for providing worker’s compensation benefits and administering worker’s compensation for its employees. The Requesting Member is responsible for providing worker’s compensation benefits and administering worker’s compensation for its employees.
No Actions, Claims, Etc As of the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.
Reinsurance Agreements (a) Section 3.15(a) of the Parent Disclosure Schedule sets forth a true, complete and correct list of all of the reinsurance, coinsurance or retrocession treaties, agreements, slips, binders, cover notes or other arrangements of any kind to which any of the Insurance Subsidiaries is a party and under which any of the Transferred Subsidiaries cede or assume any insurance business or under which any business otherwise remains reinsured as of the date of this Agreement and any related letters of credit, reinsurance trusts or other collateral arrangements (collectively, the “Reinsurance Agreements”). True, complete and correct copies of all of the Reinsurance Agreements have been made available to the Acquiror.
(b) Neither the Company nor any of the Insurance Subsidiaries is in default in any material respect under any Reinsurance Agreement, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since December 31, 2013, with respect to any Reinsurance Agreement, (i) no Insurance Subsidiary has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon; (ii) there is no pending or to the Knowledge of the Parent, threatened dispute between any of the Insurance Subsidiaries and any reinsurer under any Reinsurance Agreement; (iii) each Insurance Subsidiary, as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; and (v) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAP.
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.
Workers’ Compensation and Employer’s Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant.