Access to Insurance Sample Clauses

Access to Insurance. (a) With respect to Liabilities that constitute Kenvue Liabilities or are otherwise incurred by a member of the Kenvue Group, in each case to the extent related to or arising from an occurrence prior to the Separation Date, any rights to insurance coverage to the extent applicable to those Liabilities under Commercial Insurance Policies issued to any member of the J&J Group are hereby assigned by J&J (on behalf of itself and the applicable members of its Group) to the applicable members of the Kenvue Group on that same date. J&J shall (or shall cause the applicable member of its Group to) provide the applicable member of the Kenvue Group with, from the Separation Date, access to, and the right to make claims under, the applicable Commercial Insurance Policy; provided that such access to, and the right to make claims under, such Commercial Insurance Policy shall be subject to the terms, conditions and exclusions of such policy, including any limits on coverage or scope, and any deductibles, self-insured retentions, retrospective premiums and other chargeback amounts, fees, costs and expenses, and shall be subject to the following:

Access to Insurance. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the Purchaser, the Company, SAP Thai or the SAP Business suffer or incur any Losses or Liabilities (a "Loss Event") by reason of, or arising out of, any action, inaction, event, condition, liability or obligation of the Company, SAP Thai, the Sellers or the SAP Business which occurred or existed prior to the Closing, or by reason of or in connection with any claim or cause of action of any third party relating to the conduct of the SAP Business prior to Closing, then upon receipt of notice from the Purchaser or one of its Affiliates of such Loss Event, Parent shall, and shall cause its Affiliates to, promptly (i) use all reasonable efforts to access any of its (or any of its Affiliates) applicable insurance policies on behalf of the Purchaser, the Company, SAP Thai or the SAP Business, as applicable, in connection with such Loss Event in a manner that is consistent with the terms of such policies, all such reasonable efforts to include, without limitation, Parent (or any of its Affiliates) using all reasonable efforts to pursue any claims denied under such applicable insurance policies and (ii) indemnify the Purchaser, the Company, SAP Thai or the SAP Business, as applicable, for any such Loss Event up to an amount which is equal to the aggregate amount of any proceeds actually received by Parent (or any of its Affiliates) under any and all of its applicable insurance policies in connection with such Loss Event; provided that under no circumstances whatsoever shall Parent or its Affiliates have any obligation to indemnify the Purchaser or its Affiliates pursuant to this provision of the Agreement by reason of any denial under the policies of all or any portion of the claim or claims submitted under the policies by Parent or their Affiliates. Any reasonable out-of-pocket expenses incurred by Parent in pursuing any claims denied under the applicable policies shall promptly be reimbursed by the Purchaser.

Access to Insurance. With respect to any claim, act, omission, event, circumstance, occurrence or Loss that occurred or existed before the Closing Date, whether known or unknown as of the time of Closing, that would be covered in respect of the Company or any of its Subsidiaries by “occurrence-based” insurance policies maintained by the Seller and/or its Affiliates as of the time of the Closing, (the “Available Insurance Policies”), the Company and its Subsidiaries may, at their option, access, make claims on, claim benefits from or seek coverage under such Available Insurance Policies, on the terms and subject to the conditions of such Available Insurance Policies. The Seller and its Affiliates will provide the Company such information and other reasonable cooperation and assistance as may be necessary to implement the provisions of this Section 6.15.

Access to Insurance. (a) Subject to Section 7.18(b), after Closing, the Target Entities and any Company Subsidiary may make, notify, pursue and/or have the benefit of any claim in respect of any insured loss or liability incurred or suffered by the Target Entities or the Company Subsidiaries under: (i) any Claims Incurred Policy, if the relevant events or circumstances occurred or existed prior to Closing; and (ii) any Claims Made Policy, if the claim was notified to the relevant insurer by or on behalf of the Target Entities or the Company Subsidiaries prior to Closing.

Access to Insurance. (a) Until and including Closing, the Sellers will (and will ensure that each of its Affiliates and each Sold Company will) (i) continue in force and comply with the insurance policies set forth in Schedule 5.17 in respect of the businesses and assets of the Business and (ii) will not agree to or permit any amendment of any of such policy or anything which is likely to render any such policy void or voidable.