Common use of Certain Insurance Matters Clause in Contracts

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. With (a) Arcelor and its Affiliates have maintained certain insurance coverage provided by third-party insurers (including product liability, stop loss, excess liability and umbrella coverage) for certain Liabilities arising out of occurrences prior to the Closing Date and relating to the Business (the “Insurance Coverage”). Arcelor agrees to take, at no cost to Arcelor, such action as may be reasonably necessary to maintain the Insurance Coverage after the Closing for Noble and not to voluntarily relinquish or terminate such Insurance Coverage. To the extent that any claim with respect to such Liabilities that arises out of any Damages suffered by Hxxxxxxx Beach act, omission, occurrence, fact or circumstance existing or occurring prior to the Closing Date is made against Noble, any of its Affiliates, Arcelor or any of its Subsidiaries after Affiliates, and the Spin-Off Date relating toInsurance Coverage by its terms applies to such claim (any such claim being an “Insurance Coverage Claim”), resulting from or arising out of the conduct of Hxxxxxxx Beach’s business prior Arcelor shall submit such Insurance Coverage Claim upon becoming aware thereof to the Spin-Off Date insurer under the applicable insurance policy 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 potential payment and shall use its commercially reasonable efforts to assert obtain the maximum recovery from the provider of the related Insurance Coverage. Noble shall reimburse Arcelor for any applicable administrative and administerprocessing fees or other costs and expenses imposed by the insurer and paid by Arcelor relating to Insurance Coverage Claims and the processing thereof, 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, provided however, that all no litigation shall be commenced against any such insurer relating to an Insurance Coverage Claim absent the prior written consent of Parent’s reasonable out-of-pocket Arcelor (which consent shall not be unreasonable withheld or delayed). In addition, Arcelor agrees to cooperate with Noble to make the benefits of the Insurance Coverage available to Noble (subject to the terms and conditions of such Insurance Coverage) and continue, from and after the Closing, to process such Insurance Coverage Claims in the ordinary course of business in substantially the same manner as similar claims were processed prior to the Closing Date. In the event that (i) Arcelor receives any proceeds of the Insurance Coverage with respect to any Insurance Coverage Claim thereunder and (ii) such claim has been paid by Xxxxx, Xxxxxxx shall promptly pay or reimburse Noble with respect to the amount so paid by Noble, net of any applicable administrative or processing fees or other 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 AgreementArcelor relating thereto.

Certain Insurance Matters. (a) With respect to any Damages suffered by Hxxxxxxx Xxxxxxxx Beach Holding or any of its Subsidiaries after the Spin-Off Date relating to, resulting from or arising out of the conduct of Hxxxxxxx BeachXxxxxxxx Beach Holding’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 BeachXxxxxxxx Beach Holding’s business, Parent or any of its Subsidiaries, any product of Hxxxxxxx BeachXxxxxxxx Beach Holding’s business or any Hxxxxxxx Xxxxxxxx Beach Holding employee, at the request of Hxxxxxxx BeachXxxxxxxx Beach Holding, Parent will use its commercially reasonable efforts to assert and administer, or to assist Hxxxxxxx Xxxxxxxx Beach Holding or any of its Subsidiaries to assert and administer, one or more claims under such policy of insurance covering such Damage if Hxxxxxxx Xxxxxxxx Beach Holding 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 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 mattersincreases, are promptly reimbursed by Hxxxxxxx BeachXxxxxxxx Beach Holding. 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 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 Hxxxxxxx Xxxxxxxx Beach Holding 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 BeachXxxxxxxx Beach Holding. Nothing in this Section 5.6 4.5 will affect or modify or be deemed to affect or modify in any way any parties’ Party’s obligations under Article VI V of this Agreement.

Certain Insurance Matters. With respect to any Damages suffered by Hxxxxxxx Beach Fan Pass or any of its Subsidiaries after the Spin-Off Date relating to, resulting from or arising out of the conduct of Hxxxxxxx BeachFan Pass’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 BeachFan Pass’s business, Parent or any of its Subsidiaries, any product of Hxxxxxxx BeachFan Pass’s business or any Hxxxxxxx Beach Fan Pass employee, at the request of Hxxxxxxx BeachFan Pass, Parent will use its commercially reasonable efforts to assert and administer, or to assist Hxxxxxxx Beach Fan Pass or any of its Subsidiaries to assert and administer, one or more claims under such policy of insurance covering such Damage if Hxxxxxxx Beach Fan Pass 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 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 mattersincreases, are promptly immediately reimbursed by Hxxxxxxx BeachFan Pass. 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 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 Hxxxxxxx Beach Fan Pass 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 BeachFan Pass. Nothing in this Section 5.6 3.5. will affect or modify or be deemed to affect or modify in any way any parties’ Party’s obligations under Article VI IV of this Agreement.