Certain Insurance Matters. With respect to any Damages suffered by Hxxxxxxx Beach or any of its Subsidiaries after the Spin-Off Date relating to, resulting from or arising out of the conduct of Hxxxxxxx Beach’s business prior to the Spin-Off Date for which Parent or any of its Subsidiaries would be entitled to assert, or cause any other Person to assert, a claim for recovery under any policy of insurance maintained by Parent or for the benefit of Parent or any of its Subsidiaries in respect of Hxxxxxxx Beach’s business, Parent or any of its Subsidiaries, any product of Hxxxxxxx Beach’s business or any Hxxxxxxx Beach employee, at the request of Hxxxxxxx Beach, Parent will use its commercially reasonable efforts to assert and administer, or to assist Hxxxxxxx Beach or any of its Subsidiaries to assert and administer, one or more claims under such policy of insurance covering such Damage if Hxxxxxxx Beach or any of its Subsidiaries is not itself entitled to assert such claim, and any recovery in respect thereof will be paid to the party suffering such Damages; provided, however, that all of Parent’s reasonable out-of-pocket costs and expenses incurred in connection with the foregoing, including retroactive or other premium matters, are promptly reimbursed by Hxxxxxxx Beach. Notwithstanding the foregoing, Parent will have the sole right to administer all such claims in any manner and take any actions as it deems fit except to the extent any such administration or actions may adversely affect the availability of insurance coverage, the amount of any such coverage, the applicability of any coverage and/or the availability of future coverage or coverage limits with respect to Hxxxxxxx Beach or any of its Subsidiaries, in which case any administration or actions by Parent shall only be taken after consultation with, and consent of, Hxxxxxxx Beach. Nothing in this Section 5.6 will affect or modify or be deemed to affect or modify in any way any parties’ obligations under Article VI of this Agreement.
Certain Insurance Matters. The parties acknowledge that (a) except as otherwise set forth herein, the insurance policies governing the Sellers and the Business will remain with Sellers following the Closing and (b) certain of such policies are being assigned to the Purchaser pursuant to Section 2.1(b)(v) (the “Assigned Policies”); provided that, for the avoidance of doubt, after the Closing, Sellers shall retain coverage thereunder with respect to occurrences affecting the Sellers or the Business prior to the Closing Date (subject to deductibles, self-insured retentions and policy limits thereof). Following the Closing Date, (i) Sellers shall be entitled to independently make and manage claims under such Assigned Policies arising from loss, damage or casualty that occurred prior to the Closing Date, and shall be entitled to negotiate, communicate and deal directly with brokers, insurers and claims adjusters in respect of such insurance (including with respect to settlement) and (ii) any claim paid by the insurers on such claims shall be paid solely to the applicable Seller(s); provided that the Purchaser shall reasonably cooperate with respect to the preparation, negotiation and resolution of any claims made by any Seller under the Assigned Policies. At the Closing, the Purchaser shall reimburse the Sellers for the portion of the premiums Sellers paid for the Assigned Policies for the period beginning (and including) the day after Closing Date through (and including) the date of expiration of such Assigned Policies. In addition, in support of (but not satisfaction of) the Purchaser’s obligations pursuant to Section 8.6(d), until the expiration of the Interim Period, Purchaser shall name the Sellers as additional insured parties on the Purchaser’s general liability and excess liability insurance policies with respect to the Purchased Assets.”
Certain Insurance Matters. (a) With respect to any Damages suffered by HY or any of its Subsidiaries after the Spin-Off Date relating to, resulting from or arising out of the conduct of HY’s business prior to the Spin-Off Date for which Parent or any of its Subsidiaries would be entitled to assert, or cause any other Person to assert, a claim for recovery under any policy of insurance maintained by Parent or for the benefit of Parent or any of its Subsidiaries in respect of HY’s business, Parent or any of its Subsidiaries, any product of HY’s business or any HY employee, at the request of HY, Parent will use commercially reasonable efforts to assert and administer, or to assist HY or any of its Subsidiaries to assert and administer, one or more claims under such policy of insurance covering such Damage if HY or any of its Subsidiaries is not itself entitled to assert such claim, and any recovery in respect thereof will be paid to the Party suffering such Damages; provided, however, that all of Parent’s reasonable out-of-pocket costs and expenses incurred in connection with the foregoing, including retroactive or other premium increases, are promptly reimbursed by HY. Notwithstanding the foregoing, Parent will have the sole right to administer all such claims in any manner and take any actions as it determines to be appropriate except to the extent any such administration or actions may adversely affect the availability of insurance coverage, the amount of any such coverage, the applicability of any coverage and/or the availability of future coverage or coverage limits with respect to HY or any of its Subsidiaries, in which case any administration or actions by Parent shall only be taken after consultation with, and consent of, HY. Nothing in this Section 4.5. will affect or modify or be deemed to affect or modify in any way any Party’s obligations under Article V of this Agreement.
Certain Insurance Matters. (a) Prior to the Closing, each Seller shall, and shall cause its Affiliates to, maintain the Current Policies without any amendment or modification thereto that would be adverse, in any material respect, to the Business, or any Purchased Asset; provided that to the extent any Current Policy would expire prior to the Closing, each Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to cause such Current Policy to be extended or renewed by the existing carrier or replaced by a policy or bond providing substantially similar insurance coverage by an underwriter or underwriters rated by A.M. Best Company, Inc. as having a financial strength rating of at least “A- VII”. With respect to any loss, liability or damage relating to, resulting from or arising out of the conduct of the Business prior to the Closing which is an Assumed Liability, for which a Seller or any of its Affiliates would be entitled to assert, or cause any other Person to assert, a claim for recovery under any Policy, Seller Parent shall (i) at the request of Buyer Domestic, use its commercially reasonable efforts to assert, or cause to be asserted, one or more claims under such Policy covering such loss, liability or damage and, subject to the consummation of the Closing, pay all amounts received in respect of such claims (net of the cost and expenses incurred in obtaining such recovery) to Buyer Domestic, (ii) furnish, or cause to be furnished, to Buyer Domestic all records, information and testimony relating to such claim that are received or produced by Seller Parent or any of its Affiliates and (iii) consult with, and shall cause its Affiliates to consult with, Buyer Domestic prior to any negotiation of or proposal with respect to any claim settlement; provided that with respect to any claims related to products liability, Seller Parent shall obtain the prior written consent of Buyer Domestic (such consent not to be unreasonably withheld, conditioned or delayed) before Seller Parent or any of its Affiliates enters into any settlement with respect thereto if such settlement would reasonably be expected to prohibit or limit the ability of any Buyer Party or its successors or assigns to market, sell or distribute any Product or to operate the Business, it being understood that a settlement that results solely in a monetary payment by Sellers shall not require the consent of Buyer Domestic. For the avoidance of doubt, the parties hereto agree that all proceeds (...
Certain Insurance Matters. (a) Seller hereby transfers and assigns to Amerace the right to recover any insurance proceeds for damage or destruction to the Assets during the period commencing the date hereof until the Closing Date, including, without limitation, any business interruption insurance relating to the Companies or the Assets for such period. Seller hereby agrees to cause Amerace to be named as a loss payee for such insurance policies. Any right to proceeds from business interruption insurance with respect to periods after the Closing shall not be reflected on the Closing Balance Sheet.
Certain Insurance Matters. With respect to any Damages suffered by the Company after the Closing Date relating to, resulting from or arising out of the conduct of the Business prior to the Closing Date for which Transpro or any of its Affiliates would be entitled to assert, or cause any other Person to assert, a claim for recovery under any policy of insurance maintained by Transpro or for the benefit of Transpro or the Company or any of Transpro's Subsidiaries in respect of the Business, Transpro, the Company or any of Transpro's Subsidiaries, any product of the Business or any Company Employee, at the request of the Company, Transpro will use its reasonable efforts to assert, or to assist the Company to assert, one or more claims under such policy of insurance covering such Damage if the Company is not itself entitled to assert such claim, and any recovery in respect thereof will be paid to the party suffering such Damages; provided, however, that all of Transpro's out-of-pocket costs and expenses incurred in connection with the foregoing are promptly reimbursed by the Company. Nothing in this Section 10.7 will affect or modify or be deemed to affect or modify in any way Transpro's obligations under Article VIII of this Agreement.
Certain Insurance Matters. With respect to any Damages suffered by the EIS Group after the Spin-Off Date relating to, resulting from or arising out of the EIS Business prior to the Spin-Off Date for which a member of the EMC Group would be entitled to assert, or cause any other Person to assert, a claim for recovery under any policy of insurance maintained by EMC or for the benefit of the EMC Group or, with respect to time periods prior to the Spin-Off Date, the EIS Group in respect of the EIS Business, any product or service of EIS Business or any EIS Group employee, at the request of EIS International, EMC will use its commercially reasonable efforts to assert and administer, or to assist EIS International or any of its subsidiaries to assert and administer, one or more claims under such policy of insurance covering such Damage if EIS International or any of its subsidiaries is not itself entitled to assert such claim, and any recovery in respect thereof will be paid to the Party suffering such Damages; provided, however, that all of EMC’s costs and expenses incurred in connection with the foregoing, including retroactive or other premium matters, or any required deductible or retention amount, shall be paid directly by EIS International. Notwithstanding the foregoing, EMC will have the sole right to administer all such claims in any manner and take any actions as it deems fit. Following the Spin-Off Date, the EIS Group shall cease to be insured under any policy of insurance maintained by EMC or for the benefit of the EMC Group, and shall be required to replace such insurance coverage. Nothing in this Section 4.5 will affect or modify or be deemed to affect or modify in any way any Parties’ obligations under Article V of this Agreement.
Certain Insurance Matters. (a) The interest, if any, of the Company and the Subsidiaries as insureds under or beneficiaries or in any other capacity of Historical Risk Management Programs shall terminate effective as of the Closing Date except for any insurance proceeds payable in respect of any physical damage, destruction or loss specified in Section 3.5(ii). Except for any insurance proceeds payable in respect of any physical damage, destruction or loss specified in Section 3.5(ii), on or prior to the Closing Date, any and all rights, title and interests of the Company and the Subsidiaries, if any, to or under the Historical Risk Management Programs as insureds or beneficiaries or in any other capacity, including rights, title and interests to proceeds payable by such Historical Risk Management Programs and the rights, if any, to the Settlement Payments, shall be unconditionally and irrevocably assigned to UTC effective as of the Closing Date.
Certain Insurance Matters. Seller agrees to cause the interest and rights of the Company and its Subsidiaries as of the Closing Date as insureds or beneficiaries or in any other capacity under occurrence based insurance policies and programs (and under claims made policies and programs to the extent a claim has been submitted prior to the Closing) of Diageo or any of its Subsidiaries (other than the Company and its Subsidiaries) in respect of periods prior to the Closing Date to survive the Closing for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and Seller shall cause Diageo to continue to administer such policies and programs on behalf of the Company and its Subsidiaries, subject to Buyer reimbursement to Diageo and its Affiliates for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee's normal working time) of any employee or agent of Diageo who will be required to spend at least twenty percent of their normal working time over any 15 Business Days working with respect to any such matter. Any proceeds received by Seller after the Closing under such policies and programs in respect of the Company and its Subsidiaries shall be for the benefit of the Company and its Subsidiaries. Notwithstanding the foregoing, such insurance proceeds payable in respect of the Company and its Subsidiaries for periods prior to the Closing Date shall be for the benefit of the Seller and its Affiliates (other than the Company and its Subsidiaries) to the extent such proceeds relate to expenditures that have been made prior to the Closing Date.
Certain Insurance Matters. Seller shall maintain, and shall not take any steps to prospectively or retrospectively cancel, buy-out or remove the Business or Seller as an additional named insured from, any and all Business Policies providing coverage for all periods prior to the Closing with respect to any events, occurrences or matters occurring prior to the Closing (the "Occurrence-Based Business Policies") (subject in each case to the deductibles, limits and other terms and conditions of such policies). Buyer shall be entitled to the benefit of, and Seller shall pay to Buyer, any amounts and/or recoveries received by Seller under any Occurrence-Based Business Policies in respect of any Assumed Liabilities (subject to the deductibles, limits and other terms and conditions of such policies).
