Common use of Insurance Matters Clause in Contracts

Insurance Matters. From and after the Closing, the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies maintained by Sellers or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closing.

Insurance Matters. From and after the ClosingDistribution, the Purchased Assets, members of the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall LW Group will cease to be insured by any insurance policies maintained of any ConAgra Group member or by Sellers or any of their respective Affiliates (excluding the Purchased Entities)ConAgra Group member’s self-insurance programs, and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any accessConAgra and such other ConAgra Group members, rightas applicable, title or interest will retain all rights to or in any control such insurance policies (and self-insurance programs, including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its insurance policies and self-insurance programs. The Parties acknowledge that the Purchased Assets members of the LW Group, their directors, officers or other employees and the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining toLW Business (collectively, arising out of and inuring the “LW Insureds”) may be entitled to the benefit of any Seller for all periods prior to coverage under the Closing, and such Seller shall use its reasonable best efforts to seek insurance policies made available through ConAgra Group members as described on Schedule 3.05 under the maximum recovery or allow Buyer to seek recovery heading “Retained Policies” (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policythe “Retained Policies”), in each casecase with respect to acts, facts, circumstances or omissions occurring prior to Distribution (“Pre-Distribution Occurrences”), and ConAgra hereby authorizes any LW Insured to report (at Buyersuch LW Insured’s sole cost and expense (including, if expense) any and all Pre-Distribution Occurrences arising in connection with such LW Insured to the applicable insurance providers to the extent unpaid permitted under the Retained Policies, and otherwise payable where not permitted, agrees to make such report on the LW Insured’s behalf (“Retained Policy Claims”), and in either case the LW Insured will provide notice to ConAgra of any such Retained Policy Claim. With respect to Retained Policy Claims made pursuant to the preceding sentence ConAgra will, and will cause its respective Affiliates to, use Commercially Reasonable Efforts to assist any LW Insured in obtaining the benefit of the applicable insurance coverage and pay such benefit, if any, to such LW Insured (net of any Recovery Costs incurred by ConAgra, as a result of the same); provided that, (x) SpinCo will be fully liable for all uninsured, self-insured or fronted amounts in respect of any Retained Policy Claims, and (y) such recovery, any deductibles or other LW Insured agrees to reimburse ConAgra promptly upon request for all out-of-pocket and documented costs or expenses required to be paid incurred by Buyer ConAgra or to the insurer any ConAgra Affiliate in connection therewithwith making or pursuing any claim pursuant to this Section 3.05, including the costs of filing a claim and any deductibles, premium increases or other amounts that are or become payable by ConAgra or any ConAgra Affiliate under the applicable insurance policies or self-insurance programs as a result of claims made pursuant to this Section 3.05 (such costs and expenses referred to in this clause (y), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery“Recovery Costs”). With respect to Pre-Distribution Occurrences, ConAgra (with respect to such matters the Retained Policies) will maintain the directors’ and shall remit (orofficers’ insurance coverage in effect as of the Distribution Date, at Buyer’s requestor substantially similar coverage, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable in full force and documented out-of-pocket costs and expenses of seeking such recovery, to effect. Notwithstanding the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubtforgoing, this covenant Section 3.05 shall not apply to insurance coverage relating to workers’ compensation, which is addressed in the Employee Matters Agreement. For purposes of this Agreement, the following will not be considered insurance available to SpinCo: (A) any selfdeductible payable by ConAgra; (B) any retention payable by ConAgra; (C) any coinsurance payable by ConAgra; and (D) any coverage that ultimately will be payable or reimbursable by ConAgra through any arrangement, including an insurance-fronting arrangement, a fronted insurance programs policy, or policies, and Sellers shall have no obligations with respect thereto from and after the Closinga retrospective rating program.

Insurance Matters. FA shall, and shall cause its Subsidiaries to, continue to carry their existing insurance policies prior to the Closing, and shall not allow any breach, default or cancellation (other than expiration of policies in the ordinary course of business, which are subsequently replaced within a reasonable time period of such expiration) of such insurance policies to occur or exist. From and after the Closing, in the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies maintained by Sellers event FA or any of their respective Affiliates (excluding the Purchased Entities)its Subsidiaries incurs any liability based upon, and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest relating to or in any such arising from acts, omissions, events or circumstances that occurred or existed prior to the Closing that are covered by occurrence-based insurance policies (including “GVM Policies”) contracted by Grupo VM or any of its Affiliates and under which FA or its Subsidiaries are insured on or prior to all claims Closing (“Covered Claims”) and rights FA provides prompt notice to Grupo VM of such Covered Claims, Grupo VM shall (i) use its commercially reasonable efforts to make claims and all rights to proceeds) to cover pursue the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities Covered Claims under any insurance policy for such occurrence-based claims pertaining to, arising out of and inuring policies subject to the benefit terms and conditions of such occurrence-based policies, including deductibles, and (ii) pay, or cause to be paid, the proceeds of such Covered Claims to FA after deducting therefrom the amounts of any Seller for all periods prior to of Grupo VM’s deductibles, self-insured retentions and out-of-pocket fees and expenses incurred by Grupo VM in connection with making and pursuing the ClosingCovered Claims. FA agrees that it shall (A) exclusively bear, and such Seller Grupo VM shall use not have any obligation to repay or reimburse FA or any of its reasonable best efforts to seek Subsidiaries for, the maximum recovery or allow Buyer to seek recovery (including by executing or delivering amount of any documentdeductibles, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles self-insured retentions or other out-of-pocket fees and expenses required incurred by Grupo VM or its Affiliates based upon, relating to or arising from Covered Claims and (B) shall be paid liable for all uninsured or uncollectible amounts of Covered Claims. Grupo VM shall diligently pursue any Covered Claim under this Section 7.18, consult with FA prior to making any material decision or taking any material action relating to such Covered Claim and take such other actions as may be reasonably requested by Buyer or FA in connection with the tendering of such Covered Claims to the insurer applicable insurers under such policies. Grupo VM or any of its Affiliates may, in connection therewith)its reasonable discretion amend any insurance policies in the manner it deems appropriate to give effect to this Section 7.18; provided that neither Grupo VM nor its Affiliates may take any action that would reduce, modify or eliminate any coverage, terms and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recoveryconditions or policy limits to the detriment of FA or any of its Subsidiaries under any GVM Policy presently available to FA or any of its Subsidiaries for any claims related to pre-Closing occurrences, with respect to such matters and shall remit (or, at Buyer’s request, direct other than any such insurer action that applies generally to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of all insureds under such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the ClosingGVM Policy.

Insurance Matters. From and after the Closing, the Purchased Assets, the Assumed Liabilities (a) Sellers agree to make available to Acquiror and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any Companies all insurance policies maintained by Sellers or any other Subsidiary of their respective Affiliates Xxxxxxx Limited which may provide coverage for claims relating in any way to the Companies prior to the Closing (excluding the Purchased Entities“Seller Policies”), including without limitation the Insurance Policies. In the event of an occurrence which may be covered by one or more Seller Policies, Acquiror or any Company may, after consultation with Sellers, submit a claim for such occurrence to the appropriate insurer under the applicable Seller Policy (“Acquiror’s Insurance Claim”). Sellers agree to provide reasonable assistance in connection with the pursuit of such claim with the insurer, including, as necessary or requested, submitting such claim on behalf of the Companies, acting as the direct contact with such insurer and neither Buyer nor its Affiliates (including using reasonable best effort to pursue such claim on behalf of Acquiror and the Purchased Entities) shall have any access, right, title or interest to or Companies. Without in any way limiting or amending any other rights that Acquiror or any other Acquiror Indemnified Party may have under this Agreement or any Ancillary Agreement (e.g., because the matter giving rise to such insurance policies (including claim is a matter for which the Acquiror Indemnified Parties are entitled to all claims and rights to make claims and all rights to proceedsindemnification in accordance with this Agreement) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets matter giving rise to such claim, Acquiror shall cause the Companies to be responsible for satisfying any applicable deductible, self-insured retention or other payment by Sellers or their Controlled Affiliates under Seller Policies for any claim against the Assumed Liabilities Seller Policies prosecuted or pursued by or at the request of Acquiror. To the extent that any Acquiror’s Insurance Claim results in any Seller, any Affiliate of the Sellers or any other beneficiary of coverage under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring Seller Policy receiving a reduction in the payment to the benefit of any Seller for all periods prior to the Closing, and which such Person would have otherwise been entitled under such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery Policy had such Acquiror’s Insurance Claim not been made (including by executing or delivering any documente.g., agreementbecause of aggregate caps, instrument maximums or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, limitations with respect to payments by the insurer under such matters Seller Policy), Acquiror shall be liable for and shall remit (or, at Buyer’s request, direct any promptly reimburse the Sellers for such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closingreduction.

Insurance Matters. (a) From and after the Closing, the Purchased Assets, the Assumed Liabilities Transferred Entities and the operations and assets and Liabilities in respect thereof, Business shall cease to be insured by any the insurance policies maintained of Seller and its Subsidiaries for claims occurring on or after the Closing. With respect to occurrences, acts, omissions, claims, or circumstances prior to the Closing relating to the Business or the employees and former employees of the Business that are covered by Sellers the Seller’s and its Subsidiaries’ occurrence-based insurance policies (the “Retained Seller Insurance Policies”), following the Closing, the Purchaser may submit to Seller and Seller shall (and shall cause its Subsidiaries to), on behalf of the Business, make claims under such Retained Seller Insurance Policies subject to the terms and conditions of such Retained Seller Insurance Policies and pay to the Purchaser the amounts received by the Seller or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities Subsidiaries in respect thereofof such claims under such Retained Seller Insurance Policies, to the extent such coverage and limits are available under such policies and programs; provided, however, that Buyer the Purchaser shall have indemnify the right Seller and its Subsidiaries for, and pay to make claims and shall have them the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit amount of any Seller for all periods prior to the Closing, and such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs fees and expenses or other Losses (including any increased insurance premiums) incurred by the Seller and its Subsidiaries in connection with or as a result of seeking the making of any such recovery, claims. Nothing in this Section 5.16(a) shall require the Seller to continue any Retained Seller Insurance Policy or prevent the extent not otherwise paid Seller from amending the terms of or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to terminating any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closingsuch Retained Seller Insurance Policy.

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of the Business on the Agreement Date may be part of the corporate insurance program maintained by Seller and its Subsidiaries and related to businesses other than the Business, in which case, such coverage will not be transferred to Buyer. From and after the Closing Date, the Purchased Entities and their Subsidiaries shall cease to be insured by Seller’s or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and any of its Affiliates may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or (b) losses or damages related to the Purchased Assets, the Assumed Liabilities Purchased Entities or their assets, each of which occurred or existed prior to the Closing Date and the operations and assets and Liabilities in respect thereof, shall cease to be insured which are covered by any Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies maintained by Sellers and workers’ compensation insurance or any of their respective Affiliates (excluding which involved assets that would have been included in the Purchased Entities), Assets but for the fact that they were damaged or destroyed and neither Buyer nor were not replaced by Seller or its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or Subsidiaries with comparable assets included in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, (i) Buyer may promptly notify Seller of any matter that is reasonably expected to give rise to a claim under any such policy (provided, that, the Assumed Liabilities failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnity, under such policies to the operations extent such coverage and limits are available under such policies and any insurance proceeds received with respect thereto shall be promptly delivered to Buyer (calculated net of reasonable expenses incurred in procuring such recovery and any increase in premiums or assets retroactive premium adjustments or Liabilities in respect thereofchargebacks paid by or on behalf of Seller or its Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) the right amount of any per-claim deductibles associated with claims made under such policies and programs. Buyer and Seller shall cooperate in connection with making such claim and each Party shall provide the other with all reasonably requested information necessary to make claims and shall such claim. To the extent Seller or its Subsidiaries receives any property or casualty insurance proceeds after the date hereof in connection with the damage or complete destruction of any Purchased Assets or assets that would have the right to any proceeds with respect to been included in the Purchased Assets but for such damage or complete destruction and were not replaced by Seller or its Subsidiaries with comparable assets included in the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining toPurchased Assets, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use its reasonable best efforts at or promptly following the Closing (or, if later, promptly following the date received) pay over to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policyproceeds, in each case, at Buyer’s sole cost case calculated net of reasonable expenses incurred in procuring such recovery and expense (including, if and to the extent unpaid and otherwise payable any increase in premiums or retroactive premium adjustments or chargebacks paid by or on behalf of Seller or its Subsidiaries as a result of such recovery, any deductibles or other out-of-pocket expenses required claims (and which amount shall not be deemed to be paid by Buyer or to the insurer in connection therewithBusiness Cash), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closing.

Insurance Matters. From Except as set forth in the Employee Services Agreement, from and after the ClosingClosing Date, the Purchased Acquired Companies, the Business, the Contributed Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, Affected Employees shall cease to be insured by by, be entitled to make claims on, seek coverage under, or be entitled to claim benefits from any of the Company’s or Seller’s insurance policies maintained issued by Sellers or any of their respective Affiliates third party insurance carriers (excluding the Purchased EntitiesNFIP Policy, the “Policies”), and neither Buyer nor its Affiliates other than with respect to any claim, act, omission, event, circumstance, occurrence or loss that arises from, occurred or existed prior to the Closing Date (including hereinafter, a “Triggering Event”). Except as set forth in the Purchased Entities) shall have Employee Services Agreement, with respect to any accessTriggering Event to the extent with respect to the Acquired Companies, rightthe Business, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Contributed Assets, the Assumed Liabilities or the operations Affected Employees that would be covered by or assets or Liabilities in respect thereof; providedunder any of the Policies, howeverthe Acquired Companies may access, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets on, seek coverage under or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to claim benefits from such Policies following the Closing, subject to the terms and conditions of such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery Policies (including by executing any applicable deductible or delivering any documentself-insured retention, agreementwhich, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For for the avoidance of doubt, this covenant would be Buyer’s sole responsibility to the extent of such claims, coverage or benefits sought by Buyer or any such Acquired Company). Seller and the Company shall reasonably cooperate with the Acquired Companies and Buyer in making such claims on, securing insurance coverage under and recovering claim benefits from such Policies and shall not apply terminate any such Policies prior to the expiration of their current terms in a manner that would prevent the Acquired Companies from recovering thereunder pursuant to the terms of this Section 10.06. Nothing in this Section 10.06 is intended to waive or abrogate in any self-way Seller’s or the Company’s own rights to insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after coverage under the ClosingPolicies.

Insurance Matters. From and after the Closing(a) Except as may otherwise be provided in any Ancillary Agreement, the Purchased Assetsparties intend that to the extent permitted under the terms of any applicable policy of insurance, SpinCo and each other member of the Assumed Liabilities and Eldercare Group shall be successors-in-interest to all rights that any member of the operations and assets and Liabilities in respect thereofEldercare Group may have as of the Distribution Date as a subsidiary, shall cease affiliate, division or department of Parent prior to be insured the Distribution Date under any policy of insurance issued to Parent by any insurance policies maintained by Sellers carrier or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of agreements related to such policies executed and inuring to the benefit of any Seller for all periods delivered prior to the ClosingDistribution Date, and including any rights such Seller shall use its reasonable best efforts member of the Eldercare Group may have, as an insured or additional named insured, subsidiary, affiliate, division or department, to seek avail itself of any such policy of insurance or any such agreements related to such policies as in effect prior to the maximum recovery or allow Buyer Distribution Date. With respect to seek recovery (including by executing or delivering policies of insurance assigned from Parent to SpinCo in anticipation of the Separation, except as may otherwise be provided in any documentAncillary Agreement, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and the parties intend that to the extent unpaid permitted under the terms of any such assigned policies of insurance, Parent and otherwise payable each other member of the Parent Group shall be successors-in-interest to all rights that any member of the Parent Group may have as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or the Distribution Date as an affiliate of SpinCo prior to the insurer in connection therewith), and Distribution Date under any such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect policies of insurance or under any agreements related to such matters and shall remit (orpolicies, at Buyer’s requestincluding any rights such member of the Parent Group may have, direct as an insured or additional named insured or affiliate to avail itself of any such insurer policy of insurance or any such agreements related to pay directly such policies. The foregoing notwithstanding, Parent acknowledges that SpinCo intends to Buyer) any amend each such insurance proceeds actually obtained therefrom (net policy as of such Seller’s reasonable the Distribution Date to remove the members of the Parent Group and documented out-of-pocket costs their respective employees, officers and expenses directors as insured parties thereunder in respect of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto periods from and after the ClosingDistribution Date and that none of the foregoing may be entitled to make any claims for insurance thereunder either to the extent such claims are based upon conduct or injury or other events occurring from and after the Distribution Date or to the extent such claims are precluded by the terms of any "claims made" policies. Except for the limitations contemplated by the preceding sentence and except as otherwise arise pursuant to Section 5.1(b), the provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy. No member of the Parent Group or the Eldercare Group shall be deemed to have made any representation or warranty as to the availability of any such insurance policy.

Insurance Matters. From and after the ClosingClosing Date, the coverage under all Insurance Policies related to the Purchased Assets, Assets shall continue in force only for the Assumed Liabilities benefit of Seller and its Affiliates and not for the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies maintained by Sellers benefit of Buyer or any of their respective Affiliates (excluding the Purchased Entities), and neither or representatives. Buyer nor agrees to use reasonable best efforts to arrange for its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such own insurance policies (including to all claims and rights to make claims and all rights to proceedswhich may include self-insurance) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets covering the period after the Closing Date to be bound at or prior to Closing and agrees not to seek, through any means, to benefit from any insurance policies of Seller or any of its Affiliates that may provide coverage for claims relating in any way to the Assumed Liabilities Purchased Assets; provided, however, that, notwithstanding the foregoing, (a) this Section 7.15 shall not limit any of Buyer’s rights under Article 10 and (b) from and after the Closing, with respect to any events or circumstances pertaining to the Business that relate to either (i) the period prior to the Closing and are eligible for coverage under any insurance policy for occurrence-based Insurance Policies in effect as of the Closing or (ii) are eligible for coverage under any cyber liability Insurance Policies in effect as of the Closing (such events or circumstances in either (i) or (ii), an “Insurance Matter”), Seller will use (or will cause its Affiliates to use) commercially reasonable efforts to provide Buyer with access to such Insurance Policies and shall reasonably cooperate with Buyer, and take commercially reasonable actions to assist Buyer in submitting and prosecuting claims pertaining to, arising out of with respect to such Insurance Matter and inuring collecting proceeds (the “Transitional Claim Assistance”). Further to the benefit of any Seller for all periods prior foregoing, if Buyer is unable to bind a separate cyber liability insurance policy or other insurance policy covering the ClosingPurchased Assets, and until Buyer binds such insurance policy or policies (such period the “Transitional Coverage Period”), Seller shall use its reasonable best efforts to seek the maximum recovery or allow cause Buyer to seek recovery (including by executing or delivering any document, agreement, instrument be expressly named and identified as an additional insured under Seller’s cyber liability or other information applicable insurance policy with all of the same rights as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense Seller thereunder (including, if and to the extent unpaid such rights can be granted to an additional insured under such policies), including the right to pursue and otherwise payable as collect with respect to a result claim (the “Transitional Coverage”). Notwithstanding anything to the contrary in this Section 7.15, (x) Buyer shall be responsible for any obligations of such recoverySeller with respect to the Transitional Claim Assistance and Transitional Coverage, including any deductibles deductibles, retentions, Taxes suffered on the proceeds, or other any reasonable out-of-pocket expenses required to be paid expenses, (y) in no event will the Transition Coverage Period extend beyond the expiration of the service terms in the Transition Services Agreement and (z) in the event that Buyer submits a claim as an additional insured under Seller’s cyber liability or other applicable insurance policy during the Transitional Coverage Period that results in an increase in the premium amount owed by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters policy, Buyer will be solely responsible for paying an amount equal to the difference between the increased premium amount and the premium amount paid by Seller as of the Closing Date for so long as such increased premium amount is in effect. Seller shall remit (or, at or shall cause its Affiliates to) use commercially reasonable efforts to provide Buyer with such information as is reasonably requested by Buyer’s request, direct any such existing cyber liability insurer or other cyber liability insurers and that is readily available to pay directly to Buyer) any insurance proceeds actually obtained therefrom Seller (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxxits Affiliates) to assist Buyer or a Buyer Designee. For in obtaining cyber liability insurance covering the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the ClosingPurchased Assets.

Insurance Matters. From With respect to (a) events relating to the Assumed Liabilities, (b) losses or damages (including losses and after the Closing, damages related to the Purchased Assets, the Assumed Liabilities Purchased Entities or their assets) which occurred or existed prior to the Closing Date and which are covered by Seller’s or its Affiliates’ occurrence-based third-party insurance policies, (i) Buyer may promptly notify Seller of any matter that is reasonably expected to give rise to a claim under any such policy (provided, that, the operations failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies maintained by Sellers or any of their respective Affiliates (excluding the Purchased Entitiesmaterially prejudiced thereby), and neither Buyer nor (ii) to the extent such claims are permitted by such policies, Seller shall and shall cause its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims, under such policies to the extent such coverage and limits are available under such policies and any insurance proceeds received with respect thereto shall be promptly delivered to Buyer (calculated net of reasonable expenses incurred in procuring such recovery and any increase in premiums or retroactive premium adjustments or chargebacks paid by or on behalf of Seller or its Affiliates as a result of such claims, and taking into account the available coverage under each relevant insurance policy, it being understood that such coverage shall first be available to satisfy other claims and of Seller or its Affiliates pending under such policy at the time the claim for the benefit of Buyer is made). Seller agrees to use its commercially reasonable efforts to pursue all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereofsuch claims; provided, however, that Buyer shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) the right amount of any deductibles associated with claims made under such policies and programs. Buyer and Seller shall cooperate in connection with making such claim and each Party shall provide the other with all reasonably requested information necessary to make claims and shall such claim. To the extent Seller or its Affiliates receives any property or casualty insurance proceeds after the date hereof in connection with the damage or complete destruction of any Purchased Assets or assets that would have the right to any proceeds with respect to been included in the Purchased Assets but for such damage or complete destruction and were not replaced by Seller or its Affiliates with comparable assets included in the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining toPurchased Assets, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use its reasonable best efforts at or promptly following the Closing (or, if later, promptly following the date received) pay over to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policyproceeds, in each case, at Buyer’s sole cost case calculated net of reasonable expenses incurred in procuring such recovery and expense (including, if and to the extent unpaid and otherwise payable any increase in premiums or retroactive premium adjustments or chargebacks paid by or on behalf of Seller or its Affiliates as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closingclaims.

Insurance Matters. From and after If, following the Closing, the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by Company Entities suffer any Losses which Purchaser reasonably believes are covered under any insurance policies policy maintained by Sellers or insuring the Company Entities or Seller or any of their respective Affiliates (excluding the Purchased Entities)Affiliates, and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each caselisted on Section 6.8 of the Disclosure Schedules, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, that provides coverage with respect to such matters Losses (collectively, the “Applicable Insurance Policies”), which claim is based on an incident, event, occurrence or accident that took place prior to Closing (each, a “Pre-Closing Insured Event”), then Seller agrees to provide, and to cause its Affiliates and use its commercially reasonable efforts to cause its insurance brokers, agents and third party administrators (collectively, the “Insurance Advisors”) to provide, reasonable cooperation and assistance to the Company Entities in connection with the submission, adjustment and resolution of any claim made by the Company Entities on or under such Applicable Insurance Policies. Such cooperation by Seller, its Affiliates and the Insurance Advisors shall include providing reasonable access to books, records and documents (including electronically stored information) as the Company Entities reasonably may require in connection with such claims. At the Company Entities’ request, pursuant to written notice to Seller, Seller and/or its applicable Affiliates and/or the Insurance Advisors shall provide notice or submit a claim under any such Applicable Insurance Policy on behalf of the Company Entities, and Seller shall, or shall cause its applicable Affiliates or Insurance Advisors to, use commercially reasonable efforts to collect claim amounts requested thereunder, to follow the reasonable and lawful directions of the Company Entities in the prosecution of such claim and cause any such claim proceeds collected to be paid to the Company Entities or, if such claims are denied, to provide such denial in writing, together with a reasonably detailed explanation of the basis therefor, but nothing herein shall require Seller or any of its Affiliates to commence any lawsuit or arbitration proceeding or otherwise participate in any lawsuit or arbitration proceeding against any insurance company to enforce the terms of any Applicable Insurance Policy (provided that the foregoing limitations shall in no way limit the obligations of Seller and its Affiliates to cooperate with and assist the Company Entities as otherwise provided herein). In addition, Seller shall not, and shall remit cause its Affiliates not to, amend, modify or terminate any Applicable Insurance Policy in any manner detrimental to the Company Entities or to waive, settle, release or subrogate any claim of the Company Entities without its consent. The Company Entities and Purchaser will provide all such books, records and documents (or, at Buyer’s request, direct including electronically stored information) and provide such cooperation and assistance as Seller reasonably may require in connection with any such insurer Pre-Closing Insured Event. Notwithstanding anything to pay directly to Buyer) the contrary contained in this Section 6.8 or in this Agreement, the provisions of this Section 6.8 do not amend, modify, limit or otherwise change in any insurance proceeds actually obtained therefrom (net of such way Seller’s reasonable and documented out-of-pocket costs and expenses indemnification obligations contained in ARTICLE 7 of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the ClosingAgreement.

Insurance Matters. (a) From and after the Closing, the Purchased Assets, Seller shall use its commercially reasonable efforts (which shall not require conversion of any claims made policy to an occurrence based policy or acceptance of adverse changes in the Assumed Liabilities and existing Insurance Policies of the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies maintained by Sellers Seller or any of their respective Affiliates (excluding the Purchased Entitiesits Affiliates), and neither Buyer nor its Affiliates (including subject to the Purchased Entities) shall have any accessterms of the Insurance Policies, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have retain the right to make claims and receive recoveries, for the benefit of the Company and its Subsidiaries, under any of the Insurance Policies (except to the extent that any such policy provides for coverage only if the policy is in effect at the time such claim is made) maintained at any time prior to the Closing by either the Seller or its Affiliates covering any loss, liability, claim, damage or expense (to the full extent of the existing coverage) relating to the assets, business, operations, conduct, products and employees of the Company and its Subsidiaries that relates to or arises out of occurrences prior to the Closing (each, a “Claim”). The Seller agrees to use commercially reasonable efforts (which shall not require conversion of any claims made policy to an occurrence based policy or acceptance of adverse changes in the existing Insurance Policies of the Seller or its Affiliates) so that the Company and its Subsidiaries shall have the right right, power and authority to (i) make directly any proceeds with respect to Claims under the Purchased Assets or Insurance Policies, (ii) control the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit administration of any Seller for all periods prior to such Claims in accordance with the Closingterms of the Insurance Policies, (iii) receive directly recoveries thereunder, and such Seller shall use its reasonable best efforts to seek (iv) control the maximum recovery or allow Buyer to seek recovery (including by executing or delivering prosecution, defense and/or settlement of any document, agreement, instrument litigation or other information as Buyer may reasonably request to seek proceeding by or against the Company or any of its Subsidiaries underlying any such recovery) under such insurance policy, Claims in each case, at Buyer’s sole cost accordance with the terms of the Insurance Policies. Each of the parties understands and expense (including, if and agrees that to the extent unpaid and otherwise payable as a result of such recovery, that any deductibles litigation or other out-of-pocket expenses required to be paid proceeding underlying a Claim is by Buyer or to against the insurer in connection therewithSeller or its Affiliates (other than the Company or its Subsidiaries), and such the Seller shall cooperate retain the right, power and authority to (i) make directly any Claims under the Insurance Policies, (ii) control the administration of any such Claims in accordance with the terms of the Insurance Policies, (iii) receive directly recoveries thereunder, and (iv) control the prosecution, defense and/or settlement of any litigation or other proceeding. The Buyer acknowledges and agrees that certain of the Insurance Policies are claims made policies and the ability of the Buyer’s reasonable requests if Buyer seeks recovery, the Company and its Subsidiaries to make post-Closing Claims with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net claims made policies may be limited by terms of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recoverypolicies. In addition, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closing, Seller shall use its commercially reasonable efforts to continue to pursue, for the benefit and on behalf of the Company and its Subsidiaries, Claims that are pending under the existing Insurance Policies as of the Closing Date, and Seller shall consult with Buyer with respect to all such matters.

Insurance Matters. From and after the Purchaser acknowledges that, upon Closing, the Purchased Assets, the Assumed Liabilities all nontransferable insurance coverage provided in relation to Sellers and the operations and assets and Liabilities in respect thereofAcquired Assets that is maintained by any Seller or its Affiliates other than by the Acquired Subsidiaries themselves, if any, (whether such policies are maintained with third party insurers or with such Seller or its Affiliates (other than with the Acquired Subsidiaries)), shall cease to provide any coverage to Purchaser and the Acquired Assets with respect to post-Closing occurrences related thereto and no further coverage shall be insured by any insurance policies maintained by Sellers available with respect to such post-Closing occurrences to Purchaser or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in Acquired Assets under any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereofpolicies; provided, however, that Buyer Purchaser shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or any matter related to the Assumed Liabilities under any insurance policy policies for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer Purchaser to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer Purchaser may reasonably request to seek such recovery) under such insurance policypolicies, in each case, at BuyerPurchaser’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles deductibles, self-insured retentions or other out-of-pocket expenses required to be paid by Buyer Purchaser or to the insurer in connection therewith), and such Seller shall cooperate with BuyerPurchaser’s reasonable requests if Buyer it seeks recovery, with respect to such matters and shall remit (or, at BuyerPurchaser’s request, direct any such insurer to pay directly to BuyerPurchaser) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by BxxxxPurchaser) to Buyer Purchaser or a Buyer Designee. For its designee; provided that, subject to compliance with the avoidance terms and conditions of doubtthis Section 6.9, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closingbe liable for any uninsured or uncollected amounts of such claim(s).

Insurance Matters. From and after the Closing, the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies or self-insurance programs maintained by Sellers or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies or self-insurance programs (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use its commercially reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles deductibles, self-insured retentions or other out-of-pocket expenses required to be paid by Buyer Sellers or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by BxxxxBuyer) to Buyer or a Buyer Designee. For Notwithstanding the avoidance of doubtforegoing, Sellers’ obligations under this covenant Section 6.02 shall not apply restrict or limit their ability to any selfwind-insurance programs down or policiesotherwise liquidate their estates, and Sellers shall have no obligations with respect thereto from and in each case, after the Closing, including by confirming and consummating a Chapter 11 plan of liquidation or limit their ability to close the Chapter 11 Cases after the Closing. Sellers’ obligations under this Section 6.02 shall terminate upon the Cut-Off Date; provided that, if elected by Buyer prior to the Cut-Off Date, Sellers shall use their commercially reasonable efforts to ensure that Buyer shall (at Buyer’s cost and expense) continue to have the benefit of this Section 6.02 following the Cut-Off Date.

Insurance Matters. From (a) Each Buyer acknowledges and agrees that, from and after the Closing, (i) Sellers or their Affiliates will terminate coverage with respect to the Purchased Assets, the Assumed Liabilities DMS Covered Assets and the operations Persons (as defined below) under any and assets and Liabilities in respect thereof, shall cease to be insured by any all insurance policies (including property/casualty and workers’ compensation policies) maintained immediately prior to the Closing by Sellers or any of their respective Affiliates (excluding the Purchased Entitiescollectively, “Sellers’ Insurance Policies”), (ii) none of the DMS Covered Assets and neither Persons will be covered under the Sellers’ Insurance Policies, and (iii) each Buyer nor its Affiliates (including the Purchased Entities) shall have any accessbecome solely responsible for procuring, right, title or interest to or in any such maintaining and paying for all insurance policies (including with respect to all claims the DMS Covered Assets and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereofPersons; provided, however, that Buyer that, notwithstanding the foregoing, (1) no such termination of coverage under any “occurrence”-based Sellers’ Insurance Policy (other than any business interruption policy) shall have the right be effected by Sellers or their Affiliates in such a manner as to prevent Buyers from being able to make and pursue after the Closing claims and shall have the right to any proceeds with respect to the Purchased DMS Covered Assets and Persons under such “occurrence”-based Sellers’ Insurance Policies for insured losses caused by events, facts or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring circumstances occurring prior to the benefit Closing to the extent such claims could have been made thereunder immediately prior to the Closing and (2) Sellers and their Affiliates shall use their commercially reasonable efforts prior to the Closing to cause the issuer(s) of any Seller “claims-made” Sellers’ Insurance Policy to permit Sellers and their Affiliates, during an extended reporting and discovery period of 30 days immediately following the Closing, to make claims with respect to the DMS Covered Assets and Persons under such “claims-made” Sellers’ Insurance Policies for all periods insured losses caused by events, facts or circumstances occurring prior to the Closing to the extent such claims could have been made thereunder immediately prior to the Closing, . Buyers shall notify Sellers’ and such Seller shall use its reasonable best efforts Dynegy in writing of any claim that Buyers desire to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information make under Sellers’ Insurance Policies that is permitted hereunder as Buyer may soon as reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result practicable after Buyers become aware of such recoveryclaim, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to setting forth the insurer claim and describing in connection therewith), reasonable detail the basis for and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters facts and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to circumstances surrounding the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closingclaim.

Insurance Matters. From and after the Prior to Closing, the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies maintained by Sellers or any of their respective Affiliates Companies shall: (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entitiesi) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use its reasonable best efforts to seek secure waiver of the maximum recovery “change of control” provision in the Investment Banking Errors & Omissions Liability insurance policy issued to the Company Broker-Dealer as first named insured by National Fire & Marine Insurance Company, Policy No. 42-EPF-317338, and all insurance policies excess thereto (collectively, the “E&O Policies”) from the insurers of the E&O Policies and (ii) cause the E&O Policies to continue in full force and effect through the Closing, by way of renewal or allow Buyer extension, on terms and conditions, including limits and retentions, at least as favorable to seek recovery (including by executing or delivering any document, agreement, instrument or the Companies and all other information insureds thereunder as Buyer may reasonably request to seek such recovery) under such insurance policythe terms of the E&O Policies as of the date hereof, in each casethe case of (ii), at to the extent consistent with the ordinary course past practice of the Business. At the Buyer’s sole cost and expense (includingexpense, if the Sellers shall reasonably cooperate with, and use their commercially reasonable efforts to assist, the extent unpaid and otherwise payable as a result Buyer in obtaining, in its sole discretion, “tail” insurance with respect to any of such recovery, the material insurance policies covering the Business that are not held by either of the Companies; provided that the Sellers shall not be required to incur any deductibles or other out-of-pocket expenses expense in connection with this Section 4.17 and the Companies shall not be required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct incur any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, expense in connection with Xxxxx’s efforts to obtain “tail” insurance with respect to the extent material insurance policies covering the Business that are not otherwise paid or reimbursed held by Bxxxxeither of the Companies. If the Seller incurs any out-of-pocket expense at the Buyer’s reasonable request pre-Closing in connection with the “tail” policy, then the Seller shall provide the Buyer with an invoice and supporting documentation three (3) to Buyer or a Buyer Designee. For Business Days before the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policiesClosing, and Sellers the Closing Date Payment shall have no obligations with respect thereto from and after be adjusted to include the Closingamount of such out-of-pocket expenses.

Insurance Matters. From and after (a) Following the Closing, Seller shall, and shall cause its representatives to, reasonably cooperate with Buyer and the Purchased AssetsAcquired Companies to permit Buyer and the Acquired Companies to make and pursue claims related to events, occurrences, facts, or circumstances arising at or prior to Closing under insurance policies retained by Seller or the Excluded Subsidiaries under which any Acquired Company is an insured party for periods at or prior to Closing (the “Retained Insurance Policies”), including by providing such documentation and information as may be reasonably necessary to make or pursue such claims. Seller shall promptly pay to Buyer, without any offset or deduction, any amounts recovered under any Retained Insurance Policy for claims brought by or on behalf of Buyer and/or the Acquired Companies. In the event that covered claims asserted under a Retained Insurance Policy exceed the policy limits of such Retained Insurance Policy with respect to the policy period to which such covered claims relate, then regardless of the order in which claims were submitted, to the extent required by the Striping TSA, Striping Purchaser shall be entitled to receive from the insurer that issued the applicable Retained Insurance Policy the full amount of the covered claims submitted with respect to such policy period, up to the amount of the policy limit of the applicable Retained Insurance Policy, prior to and in preference to any payments made under such Retained Insurance Policy to Buyer, the Assumed Liabilities Acquired Companies, Seller, any of the Excluded Subsidiaries or any of their respective Affiliates. In the event that covered claims asserted under a Retained Insurance Policy exceed the policy limits of such Retained Insurance Policy with respect to the policy period to which such covered claims relate and Buyer, the operations and assets and Liabilities in respect thereofAcquired Companies, shall cease to be insured by Seller, any insurance policies maintained by Sellers of the Excluded Subsidiaries or any of their respective Affiliates (excluding have received payments that have exhausted or eroded such policy limits, then Buyer and Seller shall, or shall cause one of more of their respective Affiliates to, pay Striping Purchaser an aggregate amount equal to the Purchased Entities), amount of covered claims made by the Acquired Companies that were not paid by the applicable insurer of a Retained Insurance Policy solely because such policy limits had been exhausted or eroded. Any payments required to be made by Buyer and neither Buyer nor its Seller pursuant to the immediately preceding sentence shall be pro-rated in accordance with the aggregate amounts recovered by each of them and their Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closingapplicable Retained Insurance Policy.

Insurance Matters. Buyer acknowledges that all policies and insurance coverage maintained on behalf of the Business are part of the corporate insurance program maintained by Seller and its Subsidiaries, and related to businesses other than the Business, in which case, such coverage will not be available or Transferred to Buyer. From and after the ClosingClosing Date, the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, Business shall cease to be insured by Seller’s or its Subsidiaries’ insurance policies or by any of their self-insured programs, and Seller and any of its Subsidiaries may, to be effective at the Closing, amend any insurance policies maintained by Sellers or any of their respective Affiliates (excluding in the Purchased Entities)manner it deems appropriate to give effect to this Section 6.8. Except as set forth in this Section 6.8, and neither Buyer nor any of its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceedsproceeds other than with respect to claims made on behalf of Buyer, its Affiliates or the Business) to cover any assets of Buyer or its Affiliates or any Liability arising from the Purchased Assetsoperation of the Business. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for Buyer and its Affiliates and its operation of the Assumed Liabilities Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the operations Business under or assets or Liabilities in respect thereof; providedof any past or current insurance policy under which the Business or any Purchased Asset is covered. Notwithstanding the foregoing, howeverfollowing the Closing, to the extent that Buyer Seller or its Affiliates shall have be entitled under the right terms and conditions of “occurrence” based policies in effect as of the Closing and for prior historic periods to make coverage for claims and shall have made prior to, at or after the right to any proceeds Closing with respect to the any Purchased Assets Asset or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, Liability arising out of and inuring to the benefit of any Seller for all periods occurrences covered by such policies occurring prior to the Closing, upon the written request of Buyer, Seller shall, and such Seller shall cause its Affiliates to, use its commercially reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek assist Xxxxx in recovering such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect Losses pursuant to such matters policies. The Buyer shall exclusively bear (and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid Seller or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers its Affiliates shall have no obligations obligation to repay or reimburse Buyer for) all deductibles, retentions, premium adjustments or retrospectively rated premiums incurred or paid to procure any such recoveries and uninsured, uncovered, unavailable or uncollectible amounts relating to or associated with respect thereto from such claims. This Section 6.8 shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance, and after the Closingnothing in this Section 6.8 is intended to waive or abrogate in any way Seller’s or Buyer’s own rights to insurance coverage for any liability, whether relating to Seller or any of its Affiliates or Buyer or otherwise.

Insurance Matters. From the date hereof until the Closing, the Seller shall promptly notify each insurance carrier of any insurance policy held by the Seller or any of its Subsidiaries for the benefit of the Business of any claim relating to the Business that reasonably could be expected to be covered under such insurance policy. In addition, prior to the Closing, the Seller shall use its commercially reasonable efforts to cause the Lionbridge Group’s cyber insurance policy to be amended or endorsed (or shall obtain run-off coverage), at the Purchaser’s expense, to provide insurance coverage for the Acquired Companies with respect to occurrences prior to the Closing for a period of six (6) years following the Closing. Following the Closing, upon the Purchaser’s reasonable request and only to the extent that the applicable insurance policies provide any coverage, the Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to, after the Closing, on behalf of the Purchased AssetsPurchaser and its Affiliates, at the Assumed Liabilities Purchaser’s sole cost and expense, file, notice and otherwise continue to pursue any claims (including using commercially reasonable efforts to assert and maintain such claims) and recover proceeds under the operations and assets and Liabilities in respect thereof, shall cease to be insured by terms of any insurance policies maintained by Sellers for any covered loss, Liability or damage under such insurance policies arising out of an occurrence prior to the Closing or arising out of an act, error or omission that forms the basis of a claim made against the Business prior to the Closing. To the extent the Seller or any of their respective Affiliates (excluding its Subsidiaries receives a cash payment following the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have Closing from any access, right, title or interest to or in insurance carrier for any such insurance policies (including claims, then the Seller shall promptly remit any such cash payment to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereofPurchaser; provided, however, that Buyer such cash payment shall have be (i) reduced by the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit amount of any Seller for all periods prior to the Closing, applicable deductibles and such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recoverycopayment provisions, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs of collection or any payment or reimbursement obligations of the Seller or any of its Subsidiaries in respect thereof and expenses (ii) net of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance amount of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closingrelated Tax costs.

Insurance Matters. From (a) Buyer hereby covenants and agrees that, from and after the Closing, the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, it shall cease to be insured by any insurance policies maintained by Sellers or any of their respective Affiliates (excluding the Purchased Entities)not, and neither shall cause the other members of the Buyer nor its Affiliates Group not to, (including the Purchased Entitiesi) shall have submit any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities claim under any insurance policy for occurrence-maintained by any member of the Wassxxx Xxxup, other than claims made in good faith, or (ii) submit any claim based claims pertaining to, upon or arising out of and inuring events occurring or circumstances arising after the Closing Date under any insurance policy maintained by any member of the Wassxxx Xxxup, other than insurance policies maintained solely by one or more of the DAP Entities (the "Joint Policies"), insuring against any loss, liability, damage or expense relating to the benefit assets, businesses, operations, conduct, products and employees (including former employees) of the business of any DAP Entity, and Buyer further acknowledges and agrees that from and after the Closing, no member of the Wassxxx Xxxup shall have any obligation to maintain or provide any insurance coverage for any loss that may be incurred by any member of the Buyer Group that is based upon or arises out of events occurring or circumstances arising after the Closing Date. On or prior to the Closing Date, Seller shall purchase excess products liability insurance coverage, the premium for which and all periods expenses related to which shall be the responsibility of Buyer and which shall be paid at or prior to the Closing, for all of the members of the Wassxxx Xxxup and any of their Subsidiaries (excluding General Cable Corporation and its Subsidiaries but including the DAP Entities) as of the Closing Date for the period commencing December 31, 1994 through and including the Closing Date of (pound)50,000,000 in excess of (pound)100,000,000 for such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policyperiod which is, in all respects reasonably acceptable to Seller, including without limitation, on the same terms and quality of coverage as is provided under the relevant Insurance Policies. The Buyer Group shall, as promptly as practicable, provide Seller with a copy of each caseclaim made under any of the Joint Policies. In addition, at Buyer’s sole cost each of Buyer and expense (including, if and Seller will provide the other with reasonable access to such information relating to the extent unpaid and otherwise payable Joint Policies as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller requesting party shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s reasonably request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closing.

Insurance Matters. From (a) Newco and Athena acknowledge and agree that, from and after the ClosingSeparation Effective Time, neither Newco nor any member of the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies maintained by Sellers or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) Newco Group shall have any access, right, title or interest rights to or under any Company Policies, other than (i) as expressly provided in any Section 4.7 or (ii) for a period of three (3) years following the Separation Effective Time, Company Policies issued by a third party providing coverage on an occurrence basis, including defense and indemnity benefits attributable to or arising from or under such insurance Company Policies (such policies (including or programs, the “Pre-Closing Policies”). Everest, on behalf of itself and each member of the Everest Group agrees that with respect to all claims acts, omissions, events or circumstances relating to the Newco Business that occurred prior to the Separation Effective Time and rights that would reasonably be expected to be covered by Pre-Closing Policies under which the Newco Business was insured prior to the Separation Effective Time, Newco and the members of the Newco Group may make claims under such Pre-Closing Policies subject to the terms and conditions of such Pre-Closing Policies and this Agreement; provided that the applicable member of the Newco Group shall notify Athena in writing of all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make such claims and shall have be solely responsible for the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit amount of any Seller for all periods prior to the Closingdeductibles, retentions, premium increases, claim administration, claims handling, costs and such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering expenses of any document, agreement, instrument letters of credit or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense collateral arrangements (including, if and to the extent unpaid and otherwise payable as a result of such recovery, related to any deductibles claims or other out-of-pocket expenses required to be paid by Buyer or potential claims related to the insurer in connection therewith), Newco Business) and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented all other out-of-pocket costs and expenses incurred in connection with such claims and any uninsured, uncovered or uncollectible amounts related to such claims. If so requested by Everest, Newco shall promptly enter into assumption agreements (and provide for letters of seeking credit or other collateral arrangements as required by such recoveryassumption agreements), required by any insurers under such Pre-Closing Policies for the purpose of transferring, or acknowledging and accepting the transfer of, the liabilities and obligations of Everest with respect to the Pre-Closing Policies to the extent not otherwise paid or reimbursed related to the Newco Business, including all liabilities with respect to the payment, reimbursement and indemnification obligations for losses, deductibles, retained amounts, administration, allocated loss adjustment expenses and the provision of collateral. To the extent any such assumption agreements contemplated by Bxxxxthe preceding sentence are entered into, and Everest actually receives a refund of premium as a result of Newco assuming the applicable portion of the polic(ies) to Buyer or a Buyer Designeeas between Everest, Newco and the applicable insurer, Everest shall offset against the amounts due from Newco in respect of Newco’s portion of any Pre-Closing Policies the amount of such premium refund actually received. For the avoidance of doubt, (i) except with respect to the Pre-Closing Policies to the extent provided above, Newco acknowledges and agrees that, from and after the Separation Effective Time the Newco Group and not any member of the Everest Group shall be responsible for establishing any and all insurance programs required to comply with the Newco Group’s contractual obligations and such other Company Policies required by Legal Requirements or as necessary or appropriate to operate the Newco Business, including, without limitation, with respect to general liability, workers’ compensation, directors’ and officers’ liability and fiduciary liability; (ii) for purposes of this covenant Section 6.1, Company Policies shall not apply to include any self-insurance programs or policiescaptive insurance; and (iii) nothing in this Section 6.1 shall prevent Everest or any member of the Everest Group, and Sellers shall have no obligations in their sole discretion, from accessing, amending, commuting, cancelling, eroding, exhausting or otherwise taking any action under or in connection with respect thereto from and after the Closinga Company Policy.

Insurance Matters. From and after Each Purchaser acknowledges that, upon (i) the OpCo Closing, the Purchased Assets, the Assumed Liabilities all nontransferable insurance coverage provided in relation to Sellers and the operations and assets and Liabilities in respect thereof, OpCo Acquired Assets that is maintained by any Seller or its Affiliates (whether such policies are maintained with third party insurers or with such Seller or its Affiliates) shall cease to provide any coverage to OpCo Purchaser and the OpCo Acquired Assets and no further coverage shall be insured available to OpCo Purchaser or the OpCo Acquired Assets under any such policies and (ii) the PropCo Closing, all nontransferable insurance coverage provided in relation to Sellers and the PropCo Acquired Assets that is maintained by any insurance policies maintained by Sellers Seller or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entitieswhether such policies are maintained with third party insurers or with such Seller or its Affiliates) shall have cease to provide any access, right, title coverage to PropCo Purchaser and the PropCo Acquired Assets and no further coverage shall be available to PropCo Purchaser or interest to or in the PropCo Acquired Assets under any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereofpolicies; provided, however, that Buyer the applicable Purchaser shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or any matter related to the Assumed Liabilities under any insurance policy policies for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the applicable Closing, and such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer such Purchaser to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policypolicies, in each case, at Buyersuch Purchaser’s sole cost and expense (includingincluding any deductibles, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles self-insured retentions or other out-of-pocket expenses required to be paid by Buyer or to the insurer incurred in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests a Purchaser if Buyer it seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxxsuch Purchaser) to Buyer such Purchaser or a Buyer its Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closing.

Insurance Matters. From and after the Closing, the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in (a) With respect thereof, shall cease to be insured by any insurance policies maintained by Sellers or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining Losses suffered by OMNOVA relating to, resulting from or arising out of and inuring any events or occurrences on or prior to the Distribution Date (including, without limitation, in respect of the conduct of the OMNOVA Business or the ownership or operation of the Additional Assets) for which GenCorp, any GenCorp Entity or any OMNOVA Entity would be entitled to assert, or cause any other Person to assert, a claim for recovery under any policy of insurance maintained by or for the benefit of GenCorp, any Seller for all periods prior to GenCorp Entity or any OMNOVA Entity (excluding insurance included in the ClosingContributed Assets) (collectively, and such Seller shall use its reasonable best efforts to seek "GenCorp Insurance"), at the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any documentrequest of OMNOVA, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policyGenCorp will, in each casegood faith, at Buyer’s sole cost promptly assert and expense (including, if diligently prosecute one or more claims under the GenCorp Insurance; provided that all of GenCorp's and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s GenCorp Entities reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses incurred in connection with asserting and prosecuting such claim shall be promptly reimbursed by OMNOVA (including, without limitation, costs and expenses resulting from any deductible, policy limit, self-insurance retention, or retroactive or retrospective premium). To the extent required under the terms of seeking the GenCorp Insurance to give effect to this Section 4.10, GenCorp will be deemed, solely for the purpose of asserting claims under the GenCorp Insurance pursuant to the immediately preceding sentence to have assumed or retained liability for such recovery, Loss to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designeeof the policy limits of the applicable policy of GenCorp Insurance. For the avoidance of doubt, this covenant GenCorp shall not apply release, disseminate, commute or otherwise terminate (collectively,"Terminate") any policy of GenCorp Insurance unless: (i) GenCorp gives OMNOVA reasonable advance written notice of its intent to do so (which notice shall describe in reasonable detail the policy to be Terminated and the terms of the Termination sought to be entered into by GenCorp or any self-insurance programs GenCorp Entity), (ii) GenCorp agrees in writing with OMNOVA to assume any and all liability that the insurer would have had in respect of any Loss which has or policiesmay be suffered by OMNOVA which but for such Termination would have been covered by the Terminated policy, and Sellers shall have no (iii) GenCorp provides OMNOVA with reasonable assurances of its ability to satisfy its obligations with respect thereto from and after the Closingunder (ii) above.

Insurance Matters. From Notwithstanding anything else in this Agreement to the contrary, as of the Closing Date, the coverage under all insurance policies maintained by AQ Seller or any of its Affiliates, including those set forth on Schedule 2.15 as being maintained by AQ Seller for the benefit of the Company, shall continue in force solely only for the benefit of AQ Seller and its Affiliates (other than the Company and its Subsidiaries) and not for the benefit of the Purchaser or its Affiliates (including, after the Closing, the Purchased Assets, Company and its Subsidiaries). The Purchaser agrees to arrange for its own insurance policies with respect to the Assumed Liabilities Company and its Subsidiaries and the operations SRO Business covering all periods following the Closing Date and assets and Liabilities in respect thereofagrees not to seek, shall cease through any means, to be insured by benefit from any of the insurance policies maintained by Sellers AQ Seller or its Affiliates with respect to such period set forth on Schedule 2.15, provided that the foregoing shall not restrict the Purchaser with respect to any Pre-Closing Claims. Following the Closing, AQ Seller shall provide to Purchaser and the Company and its Subsidiaries, access to and, upon reasonable request, information with respect to, all occurrence-based liability insurance policies on Schedule 2.15 that have provided coverage to any of their respective Affiliates (excluding the Purchased Entities)Company and its Subsidiaries, including general liability, workers’ compensation insurance policies, and neither Buyer nor any other occurrence-based liability insurance policies, provided that such access shall not unreasonably interfere with the business of AQ Seller or its Affiliates (including Affiliates. Such insurance, to the Purchased Entities) extent provided in the applicable policies, shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) be available to cover the Purchased Assets, Company and its Subsidiaries to the Assumed Liabilities or extent any claims are asserted that arise out of the operations or assets or Liabilities of Company and its Subsidiaries and the SRO Business prior to Closing, subject in respect thereof; providedeach case, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under terms and limitations of such policies (“Pre-Closing Claims”). If any insurance policy for occurrencePre-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to Closing Claim is asserted after the Closing, the Purchaser or its Affiliates shall be responsible to pay all deductibles, expenses, self-retention amounts, premium adjustments, litigation expenses or other costs as required under the applicable insurance policies and such all costs of prosecution or collection thereof. AQ Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, Purchaser and the Company and its Subsidiaries in any of their efforts to avail themselves of coverage under any such applicable insurance policies with respect to such matters and Pre-Closing Claims, but it shall remit (or, at Buyer’s request, direct any such insurer be the responsibility of the Company or its Subsidiaries to pay submit claims directly to Buyer) the applicable insurers. For purposes of this Section 12.07, the “reasonable best efforts” of AQ Seller shall not require the AQ Seller or its Affiliates or representatives to expend any insurance proceeds actually obtained therefrom money, incur any liability, commence any litigation or arbitration proceeding, waive or surrender any right, modify any agreement, or to offer or grant any accommodation or concession (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid financial or reimbursed by Bxxxxotherwise) to Buyer any third party or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to otherwise suffer any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closingdetriment.

Insurance Matters. Prior to the Closing, Seller shall use commercially reasonable efforts (it being understood that such efforts need not include any obligation on the part of Seller to pay any money to any third party) to cause Purchaser and each member of the Subject Company Group to be named as a beneficiary or additional insured, as applicable, under each Seller Policy held by Seller or any member of the Subject Company Group in effect on the Closing Date that covers or could cover any loss incurred by any member of the Subject Company Group (including, without limitation, the commercial liability policies in effect during the Coverage Period). From and after the Closing, the Purchased AssetsSeller shall use commercially reasonable efforts to cause all Seller Policies (including, without limitation, the Assumed Liabilities commercial liability policies in effect during the Coverage Period) to remain in full force and effect at all times after the date hereof (subject to any lack of enforceability related to insurer bankruptcy or insolvency). To the extent that any Seller Policy covers or insures against any loss relating to the Business, (i) Seller shall take such action as is reasonably necessary to enable Purchaser and the operations members of the Subject Company Group to enjoy the benefits of the Seller Policies, including reasonable cooperation with Purchaser and assets the members of the Subject Company Group in submitting any claim under such Seller Policy and Liabilities take such action as may be reasonably requested by Purchaser in respect thereofconnection with the submission of any such claim on behalf of Purchaser or any member of the Subject Company Group (such cooperation to include submission of all claims under the Seller Policies on behalf of, shall cease and for the benefit of, Purchaser and the Subject Companies and Subject Subsidiaries as reasonably requested by Purchaser) and (ii) to be insured by any insurance policies maintained by Sellers the extent that Seller or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have receives any access, right, title or interest payment under any Seller Policy relating to or arising out of any loss incurred that relates to the Business, such payment shall be promptly remitted to Purchaser. In addition to the foregoing, Seller hereby conveys to Purchaser, to the full extent permissible under the Applicable Law and relevant Seller Policy, any claim, chose in any such action, or other right Seller may have to insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover coverage under the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds Seller Policies insuring Seller with respect to the Purchased Assets liabilities or losses of the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out members of and inuring the Subject Company Group pursuant to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recoverythis Agreement, to the extent not otherwise paid of such liabilities or reimbursed by Bxxxx) to Buyer or a Buyer Designeelosses. For the avoidance of doubtFurther, this covenant shall not apply in response to any self-insurance programs reasonable request for cooperation, Seller agrees to use commercially reasonable efforts to cooperate with Purchaser and the members of the Subject Company Group in any attempts by Purchaser or policiesthe members of the Subject Company Group to pursue such claim, chose in action or right against Seller’s insurers, including, if reasonably necessary, bringing suit with Purchaser and Sellers shall have no obligations with respect thereto from and after the Closingmembers of the Subject Company Group against the insurers under the Seller Policies in Seller’s name but at Purchaser’s expense.

Insurance Matters. From and after (a) It is the Closing, intent of the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any Parties that claims for insurance policies maintained by Sellers or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds coverage with respect to the Purchased Assets or the Assumed SpinCo Liabilities under any insurance policy for occurrence-based policies of the Company and its Subsidiaries written on a “claims pertaining tomade” basis (the “Claims Made Policies”), arising out of and inuring which claims are reported to the benefit of any Seller for all periods a third party insurer under such policies prior to the Closing, shall be transferred to SpinCo at or prior to the Distribution (i) to the extent of coverage under the applicable Claims Made Policies, (ii) pursuant to and such Seller shall use to the extent permitted by the terms and conditions of the applicable Claims Made Policies, and (iii) except as otherwise provided by this Section 7.3. It is further the intent of the Parties that claims for insurance coverage with respect to the SpinCo Liabilities under insurance policies of the Company and its reasonable best efforts Subsidiaries written on an “occurrence” basis (the “Occurrence Policies”, and together with the Claims Made Policies, the “Liability Policies”), which claims are reported to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) a third party insurer under such insurance policypolicies prior to or after the Closing, in each caseshall be transferred to SpinCo at or after the Distribution, as applicable, (x) to the extent of coverage under the applicable Occurrence Policies, (y) pursuant to and to the extent permitted by the terms and conditions of the applicable Occurrence Policies, and (z) except as otherwise provided by this Section 7.3. Notwithstanding the foregoing, SpinCo acknowledges that from and after the Distribution, the Company Group shall cooperate with the SpinCo Group (at Buyer’s the sole cost and expense of the SpinCo Group) to pursue and settle such claims for insurance related to such transferred claims under Claims Made Policies or Occurrence Policies (including, if the “Transferred Coverage”) and the Company shall remit to the extent unpaid and otherwise payable as SpinCo or a result of such recovery, SpinCo Designee any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, payments received from insurers with respect to the Transferred Coverage. Notwithstanding the foregoing, following the Distribution Time (A) the Company and its Subsidiaries may, at any time, without Liability or obligation to the SpinCo Group, amend, commute, terminate, extinguish liability under or otherwise modify any of its insurance policies (including any Liability Policies); provided that such matters amendment or termination is not done for the intended purpose of negating SpinCo’s benefit under this Section 7.3, (B) any such insurance claim, and SpinCo’s or its applicable Subsidiaries’ potential recovery with respect thereto, will be subject to, and the Company’s assistance in respect thereof shall be limited by, all of the terms and conditions of the applicable Liability Policy (including any coverage limits with respect thereto), (C) the SpinCo Group shall pay any deductible, self-insurance retention, quota share, co-insurance, or any other cost with respect to the applicable Liability Policy when due or reasonably requested by the Company, (D) the Company shall have no obligation under this Section 7.3 with respect to, and SpinCo shall have no rights to coverage under, any fronting policy, policy issued by a captive insurance carrier or any arrangement under which the Company is obligated to reimburse or indemnify the insurer, and (E) the Company shall engage counsel selected by SpinCo and shall remit (or, at Buyer’s request, direct any such insurer be entitled to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s be reimbursed by SpinCo for all reasonable and documented out-of-pocket costs costs, expenses and expenses fees (including attorneys’ fees) incurred by the Company in the defense of seeking such recovery, matter to the extent not otherwise paid or reimbursed covered by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant Liability Policy; provided that the Company Group shall not apply settle, adjust or compromise any such claim without the prior written consent of SpinCo (such consent not to be unreasonably withheld, conditioned or delayed), (F) the SpinCo Group shall not settle, adjust or compromise any self-insurance programs such claim without the prior written consent of the Company (such consent not to be unreasonably conditioned, withheld or policiesdelayed), and Sellers shall have no obligations with respect thereto from and after the Closing.(G) “

Insurance Matters. From (a) Following the Initial Closing, the Company agrees to use commercially reasonable efforts to make (and to cause its Subsidiaries, including the Sellers, to make) available to the Buyer and its Subsidiaries (including, after the Closing, the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any Transferred Companies) coverage under all insurance policies maintained by Sellers the Company or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates Subsidiaries (including the Purchased EntitiesSellers) shall have that may provide coverage for any access, right, title or interest to or previously unasserted claims relating in any such insurance policies (including way to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities Business or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods Transferred Companies prior to the ClosingClosing and which policies are not Benefit Plans (the “Seller Insurance Policies”). In the event of an occurrence which may be covered by one or more Seller Insurance Policies, the Buyer or any of its Subsidiaries may, after consultation with the Company, submit a claim that has not previously been submitted for such occurrence to the appropriate insurer under the applicable Seller Insurance Policy (a “Buyer Insurance Claim”). Upon request of the Buyer, the Company agrees to provide (and to cause each of its Subsidiaries (including the Sellers) to provide) reasonable assistance in connection with the pursuit of such Buyer Insurance Claim with each applicable insurer, including, as requested, submitting such claim on behalf of the Company or a Seller shall use its (as applicable), acting as the direct contact with such insurer and using commercially reasonable best efforts to seek pursue such claim on behalf of the maximum recovery or allow Buyer to seek recovery and its Subsidiaries (including by executing or delivering the Transferred Companies), regardless of any document, agreement, instrument or other information as insurance coverage that may be applicable. The Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost shall indemnify the Company and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, other Seller Indemnified Parties for any deductibles or other reasonable out-of-pocket expenses required costs and expenses, including reasonable legal expenses, incurred by the Company and the other Seller Indemnified Parties in providing such assistance in pursuing such claim for coverage as directed by and on behalf of the Buyer and its Subsidiaries. Subject to the next sentence, any proceeds from a Buyer Insurance Claim received by the Company or any of its Subsidiaries (including the Sellers) shall be paid promptly to the Buyer Indemnified Person that caused such Buyer Insurance Claim to be paid by Buyer filed, after the Company or to the insurer in connection therewith), and any of its Subsidiaries has taken from such Seller shall cooperate with Buyer’s proceeds any of its or their unpaid reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses incurred in pursuing such claim on behalf of seeking such recoveryBuyer Indemnified Person. Without in any way limiting or amending any other rights that the Buyer or any other Buyer Indemnified Person may have under this Agreement or any Transaction Document (e.g., because the matter giving rise to such claim is a matter for which the Buyer is entitled to indemnification in accordance with this Agreement) with respect to the extent matter giving rise to such claim, the Buyer Indemnified Person that is causing the Buyer Insurance Claim to be made will be responsible for satisfying any applicable deductible, self-insured retention or similar payment (including by reimbursing the Company or the applicable Seller for any such deductible, retention or similar payment made thereby that was not otherwise paid previously satisfied prior to the claim being submitted) owed by the Company or reimbursed any Seller under the applicable Seller Insurance Policy for any claim against the Seller Policies pursued by Bxxxxor at the request of such Buyer Indemnified Person. In the event that, as a result of a payment of a Buyer Insurance Claim by an insurer, the applicable Seller Insurance Policy requires that the insured subrogate its claim to such insurer, the Buyer Indemnified Person shall take reasonable actions to subrogate such Buyer Insurance Claim to such insurer. Nothing in this Section 10.8(a) shall (i) be deemed to be a representation or warranty from the Company or any of its Subsidiaries or Affiliates that insurance coverage is available to the Buyer or a the Transferred Companies following the Initial Closing or (ii) require the Company or any of its Subsidiaries or Affiliates to obtain or renew, or pay any additional premiums to maintain, any insurance policy. The parties acknowledge that none of the Company or any of its Subsidiaries or Affiliates has solicited or will be required to solicit any consent to assign any such Seller Insurance Policies to the Buyer Designee. For the avoidance or any of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closingits Affiliates.

Insurance Matters. From Following the Closing, if requested in writing by Buyers, Seller Parent shall, and shall cause its controlled Affiliates to, make claims and cooperate with Buyers regarding the processing of each claim under any third-party insurance policy carried or arranged by Seller Parent or one of its Subsidiaries (other than an Acquired Company) (such insurance policies, the “Seller Parent Insurance Policies”) for any pre-Closing period for the benefit of the Acquired Companies or the Business, in each case with respect to any claim for pre-Closing occurrences (whether or not such claims are known or reported prior to or after the Closing) (any such claim, a “Pre-Closing Claim”). In the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies maintained by Sellers event Buyers or any of their respective Affiliates (excluding become aware of any Action that would constitute a Pre-Closing Claim for which it intends to seek coverage under the Purchased Entities)Seller Parent Insurance Policies, Buyers shall promptly notify Seller Parent of such Action and neither Buyer nor its Affiliates (including provide Seller Parent with the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights information reasonably necessary for Seller Parent to make claims a claim under any Seller Parent Insurance Policy and all rights shall, to proceeds) the extent applicable, use their commercially reasonable efforts to cover mitigate any Losses related thereto. Each of Buyers and Sellers shall cooperate with the Purchased Assets, the Assumed Liabilities other Parties and provide such other Parties with such detail and other information as may reasonably be requested by such Party seeking coverage or the operations or assets or Liabilities insurer in respect thereof; provided, however, that Buyer shall have the right order for Sellers to make claims and shall have the right to any seek insurance proceeds with respect to any such Pre-Closing Claim. For the Purchased Assets or avoidance of doubt, such cooperation shall include (a) making available relevant documentation and personnel, (b) participating in meetings with representatives of the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the Closingpotential insurers, and such (c) permitting insurers or potential insurers access to other diligence materials reasonably requested. In the event that Seller shall use Parent or any of its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such Affiliates receive insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, proceeds with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer Pre-Closing Claim, such proceeds shall be promptly transferred to pay directly to Buyerthe applicable Acquired Company. Sellers shall be responsible for any third-party deductibles, self-insured retentions, coinsurance payments and other similar costs and expenses payable under any such Seller Parent Insurance Policies (the “Seller Costs”) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented Buyers shall otherwise be responsible for all other out-of-pocket costs and expenses of seeking incurred in connection with any such recoveryPre-Closing Claim; provided that other than such Seller Costs, Sellers shall not otherwise be responsible for any other Losses related to such Pre-Closing Claims, including to the extent (i) any insurance company that has issued any Seller Parent Insurance Policy fails to pay such Losses (except to the extent such failure is due to a breach by Seller Parent or any of its Affiliates of this Section 5.16), or (ii) such Pre-Closing Claim, or portion thereof, is not otherwise paid covered by a Seller Parent Insurance Policy as a result of any action of Buyers or reimbursed by Bxxxxany of their Affiliates; provided, however, that Sellers shall, and shall cause their Affiliates to, use their commercially reasonable efforts (at Buyers’ expense) to Buyer contest any claim wrongfully denied by any insurer under any Seller Parent Insurance Policies. Seller Parent shall not and shall cause its Affiliates not to, amend, modify or a Buyer Designeeotherwise change, terminate or waive any provision of the Seller Parent Insurance Policies that would materially and adversely affect any Acquired Company’s rights therein without the prior written consent of Buyers. For a period of four years following the avoidance of doubtClosing, this covenant shall not apply if requested in writing by Buyers and reasonably necessary with respect to any selfa Pre-insurance programs or policiesClosing Claim, Sellers shall, and Sellers shall have no obligations with respect thereto from and after cause their Affiliates to, use commercially reasonable efforts to provide insurance loss runs related to the ClosingAcquired Companies.

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of the Business on the Agreement Date may be part of the corporate insurance program maintained by Seller and its Subsidiaries and related to businesses other than the Business, in which case, subject to the terms of this Section 6.7, such coverage will not be available or transferred to Buyer. From and after the Closing Date, the Purchased Entities and their Subsidiaries shall cease to be insured by Seller’s or its Affiliates’ insurance policies or by any of their self-insured programs, and Seller and any of its Affiliates may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or (b) losses or damages related to the Purchased Assets, the Assumed Liabilities Purchased Entities or their assets, each of which occurred or existed prior to the Closing Date and the operations and assets and Liabilities in respect thereof, shall cease to be insured which are covered by any Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies maintained by Sellers or any of their respective Affiliates (excluding and which involved assets that would have been included in the Purchased Entities), Assets but for the fact that they were damaged or destroyed and neither Buyer nor were not replaced by Seller or its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or Subsidiaries with comparable assets included in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, (i) Buyer may promptly notify Seller of any matter that is reasonably expected to give rise to a claim under any such policy (provided, that, the Assumed Liabilities failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to make claims, under such policies to the operations extent such coverage and limits are available under such policies and any insurance proceeds received with respect thereto shall be promptly delivered to Buyer (calculated net of reasonable expenses incurred in procuring such recovery and any increase in premiums or assets retroactive premium adjustments or Liabilities in respect thereofchargebacks paid by or on behalf of Seller or its Subsidiaries as a result of such claims, and taking into account the available coverage under each relevant insurance policy, it being understood that such coverage shall first be available to satisfy other claims of Seller or its Subsidiaries pending under such policy at the time the claim for the benefit of Buyer is made). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) the right amount of any deductibles associated with claims made under such policies and programs. Buyer and Seller shall cooperate in connection with making such claim and each Party shall provide the other with all reasonably requested information necessary to make claims and shall such claim. To the extent Seller or its Subsidiaries receives any property or casualty insurance proceeds after the date hereof in connection with the damage or complete destruction of any Purchased Assets or assets that would have the right to any proceeds with respect to been included in the Purchased Assets but for such damage or complete destruction and were not replaced by Seller or its Subsidiaries with comparable assets included in the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining toPurchased Assets, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use its reasonable best efforts at or promptly following the Closing (or, if later, promptly following the date received) pay over to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policyproceeds, in each case, at Buyer’s sole cost case calculated net of reasonable expenses incurred in procuring such recovery and expense (including, if and to the extent unpaid and otherwise payable any increase in premiums or retroactive premium adjustments or chargebacks paid by or on behalf of Seller or its Subsidiaries as a result of such recovery, any deductibles or other out-of-pocket expenses required claims (and which amount shall not be deemed to be paid by Buyer or to the insurer in connection therewithBusiness Cash), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closing.

Insurance Matters. From Except as set forth in the Network and Transition Services Agreement, effective as of the Closing Date, the Sellers will have no obligation to provide insurance coverage for any IPC Entity for occurrences after the Closing Date and the Buyer will become solely responsible for all insurance coverage and related risk of loss based on events occurring on and after the Closing, Closing Date with respect to all IPC Entities. To the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by extent that (i) any insurance policies maintained controlled by the Sellers or any of their respective Affiliates (excluding the Purchased Entities"Sellers' Insurance Policies"), cover any loss, liability, claim, damage or expense relating to the IPC Entities (the "Subject Liabilities") and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest relating to or in any such insurance policies arising out of occurrences prior to the Closing Date, and (including ii) the Sellers' Insurance Policies continue after the Closing to all permit claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds be made thereunder with respect to the Purchased Assets Subject Liabilities relating to or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods occurrences prior to the ClosingClosing Date ("Subject Claims"), the Sellers shall cooperate with the Buyer in submitting Subject Claims on behalf of the Buyer or any IPC Entity under the Sellers' Insurance Policies and such Seller the Buyer shall use its reasonable best efforts to seek reimburse, indemnify and hold the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any documentSellers harmless from all out-of-pocket, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost costs and expense expenses (including, if and without limitation, all retroactive or retrospective premiums related to the extent unpaid and otherwise payable as a result of such recoverySubject Claims (but not any other present or future premiums), any deductibles or other deductibles, out-of-pocket expenses required to be paid by Buyer or legal and administrative costs, net Tax costs to the insurer in connection therewith), Sellers resulting from the receipt and such Seller shall cooperate with Buyer’s reasonable requests if payment to the Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) of any insurance proceeds relating to any Subject Claim and attorneys' fees under the Sellers' Insurance Policies) of any nature actually obtained therefrom incurred by the Sellers as a result of Subject Claims made under the Sellers' Insurance Policies. The Sellers shall exercise reasonable best efforts (net of such Seller’s reasonable and documented which efforts shall not require the Sellers to incur any out-of-pocket costs or expenses not reimbursed by the Buyer or any other adverse consequences) to cause the Sellers' Insurance Policies to be modified to allow for the assignment to the Buyer of all benefits, rights and obligations thereunder in respect of any Subject Liabilities. To the extent any such policies are not so assigned, upon receipt by the Sellers of any insurance proceeds relating to any Subject Claims made under the Sellers' Insurance Policies, the Sellers will promptly pay such insurance proceeds to the Buyer, net of any unreimbursed costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closingdescribed above.

Insurance Matters. From and after the Closing through December 31, 2016, Sellers shall maintain in full force and effect (at Buyer’s expense, if any), as property of Sellers, all of Sellers’ Liability Insurance Policies and Casualty Insurance Policies (in each case, as defined in the Agency Agreement) providing coverage in relation to Sellers, the Stores (other than closed Stores), or the Acquired Assets (whether such policies are maintained with third party insurers or with such Seller or its Affiliates). On or prior to the Closing Date, Sellers shall (at Buyer’s expense, if any), subject to the consent of the applicable insurer, amend such policies, effective as of the Closing Date, to include Buyer as an additional named insured, provided that Sellers shall notify Buyer no less than two (2) Business Days prior to the Closing Date of any applicable insurer consents that have not been so obtained. The Parties understand and agree that Sellers shall have the right to cancel such policies on or after January 1, 2017, and to recover and retain any premiums thereunder allocable to the period from cancellation of each such policy through the scheduled expiration date thereof (collectively, “Return Premiums”). Any loss, cost or expense suffered or incurred by Sellers in connection with the foregoing obligations (including any inability to recover full payment of the Return Premiums) arising as a result of Buyer’s acts or omissions shall be promptly paid by Buyer to Sellers. From and after the Closing, the Purchased Assets, the Assumed Liabilities Sellers shall reasonably cooperate with Buyer (at Buyer’s expense) to process and the operations and assets and Liabilities in respect thereof, shall cease to be insured collect any claims made by any insurance policies maintained by Sellers or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in under any such insurance policies Liability Insurance Policies and Casualty Insurance Policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to as defined in the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewithAgency Agreement), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closing.

Insurance Matters. From (a) Seller shall, and shall cause its Subsidiaries to, prior to the Closing, use commercially reasonable efforts to make claims under any occurrence based insurance policies of Seller or its Subsidiaries, and at Buyer’s request and at Buyer’s expense from and after the Closing, use commercially reasonable efforts to permit the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies maintained by Sellers or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights Group Companies to make claims and all rights to proceeds) to cover the Purchased Assetsunder any occurrence based insurance policies of Seller or its Subsidiaries, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; providedeach case, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets acts, omissions, events or circumstances relating to any Group Company or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods Acquired Business that occurred or existed prior to the Closing, and with respect to the period prior to the Closing, only to the extent of the Company’s Knowledge of such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policyclaims, in each case, at Buyer’s sole cost and expense (includingthat are covered by occurrence based insurance policies of Seller or any of its Affiliates, if and subject to the extent unpaid terms and otherwise payable as a result conditions of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), policies and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recoverythis Agreement, to the extent not otherwise paid or reimbursed by Bxxxx) such coverage and limits are available (such claims made after the Closing being referred to Buyer or a Buyer Designee. For the avoidance of doubtas “Post-Closing Insurance Claims”); provided, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto that from and after the Closing, Buyer shall exclusively bear, or cause the applicable Group Company to exclusively bear, and neither Seller nor any of its Affiliates shall have any obligation to repay or reimburse the Buyer or any Group Company for, the amount of any deductibles or self-insured retentions associated with such claims under policies to the extent payable from and after the Closing. After the Closing, to the extent Seller or any of its Subsidiaries receives insurance proceeds in respect of any Post-Closing Insurance Claim, Seller shall promptly provide Buyer or the applicable Group Company the amount of such proceeds (net of any expenses or costs reasonably incurred by Seller or any of its Affiliates in connection with making such Post-Closing Insurance Claim or seeking such coverage).

Insurance Matters. From and after (a) If, following the Closing, any of the Purchased Assets, Companies or any Company Subsidiaries suffers any Losses which Buyer reasonably believes are covered under any of the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies Policies maintained by the Sellers or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds provides coverage with respect to such Losses (collectively, the Purchased Assets “Seller Insurance Policies”), which claim is based on an incident, event, occurrence or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods accident that took place prior to the ClosingClosing (each, a “Pre-Closing Insured Event”), then the Sellers agree to provide, and to cause their Affiliates and their insurance brokers, agents and third party administrators (collectively, the “Insurance Advisors”) to provide, reasonable cooperation and assistance (at the applicable Company’s or Company Subsidiary’s expense with respect to any out-of-pocket costs or expenses but not with respect to any raised premiums) to the Companies and Company Subsidiaries in connection with the submission, adjustment and resolution of any claim made by any Company or Company Subsidiary on or under such Seller Insurance Policies. Such cooperation by the Sellers, their Affiliates and the Insurance Advisors shall use its include providing reasonable best efforts access to seek the maximum recovery or allow Buyer to seek recovery books, records and documents (including by executing electronically stored information) as the Companies or delivering Company Subsidiaries reasonably may require in connection with such claims. At any documentof the Companies’ or Company -48 Subsidiaries’ request, agreement, instrument pursuant to written notice to the Sellers and/or their applicable Affiliates and/or the Insurance Advisors shall provide notice or other information as Buyer may reasonably request to seek the Sellers will submit a claim under any such recovery) under applicable Seller Insurance Policy on behalf of the applicable Company or Company Subsidiary (and at the Company’s or such insurance policy, in each case, at BuyerCompany Subsidiary’s sole cost and expense (includingcost, if and including with respect to the extent unpaid and otherwise payable as a result of such recovery, any deductibles deductible thereunder or other out-of-pocket costs or expenses required with respect thereto other than raised premiums), and the Sellers shall, or shall cause their applicable Affiliates or Insurance Advisors to, use commercially reasonable efforts to collect claim amounts requested thereunder, and subject to the terms of the applicable Seller Insurance Policy, to follow the reasonable and lawful directions of the applicable Company or Company Subsidiary in the prosecution of such claim and cause any such claim proceeds collected to be paid by Buyer to such Company or to Company Subsidiary, as applicable. In addition, the insurer in connection therewith)Sellers shall not, and such shall cause their Affiliates not to, amend, modify or terminate any Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, Insurance Policy with respect to such matters and shall remit (orany Pre-Closing Insured Event in any manner detrimental to any Company or Company Subsidiary or to waive, settle, release or subrogate any claim of any Company or Company Subsidiary without its consent. Notwithstanding the foregoing, at the Sellers’ option, in its sole discretion, the Sellers may elect to pay or reimburse the applicable Company or Company Subsidiary for the claim relating to a Pre-Closing Insured Event in lieu of a claim being filed with respect to the applicable Policy. Nothing in this Section 5.10 amends, modifies or limits the Sellers’ indemnification obligations under ARTICLE IX of this Agreement, provided that in no event shall Buyer’s request, direct any Company or any Company Subsidiaries be entitled to a double recovery as to any such insurer to pay directly to Buyerclaim. The provisions of this Section 5.10(a) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs workers’ compensation claims or policies, and Sellers shall have no obligations with respect thereto from and after the Closingpolicies which are instead addressed in Section 5.10(b) hereof.

Insurance Matters. Following the Closing, Sphinx shall provide Arion and its Affiliates (including the Purchased Entities) access to, upon reasonable request, information with respect to all occurrence-based third-party insurance policies that have provided coverage to any Purchased Entity or the Business prior to Closing. Such insurance, to the extent provided in the applicable policies, shall be available to cover the Liabilities of the Purchased Entities and the Business to the extent any claims are asserted that arise out of operations of the Purchased Entities or the Business prior to Closing, subject in each case to the terms and limitations of such policies (the “Pre-Closing Claims”). If any Pre-Closing Claim is asserted after the Closing, Arion or its Affiliates shall be responsible to pay all deductibles, self-retention amounts, premium adjustments, litigation expenses or other costs as required under the applicable insurance policies and all costs of prosecution or collection thereof. Sphinx shall use its commercially reasonable efforts to cooperate with Arion and the Purchased Entities in any of their efforts to avail themselves of coverage under any such applicable insurance policies with respect to Pre-Closing Claims, but it shall be the responsibility of the Purchased Entities to submit claims directly to the applicable insurers. Arion acknowledges that certain policies and insurance coverage maintained on behalf of the Business are part of the corporate insurance program maintained by Sphinx and its Subsidiaries, and related to businesses other than the Business, in which case, such coverage will not be available with respect to any claims that are asserted or arise out of operations of the Purchased Entities or the Business following the Closing or otherwise Transferred to Arion. From and after the ClosingClosing Date, the Purchased Assets, the Assumed Liabilities Entities and the operations and assets and Liabilities in respect thereof, their Subsidiaries shall cease to be insured by Sphinx’s or its Subsidiaries’ insurance policies or by any of their self-insured programs except with respect to Pre-Closing Claims in accordance with this Section 6.8, and Sphinx and any of its Subsidiaries may, to be effective at the Closing, amend any insurance policies maintained by Sellers in the manner it deems appropriate to give effect to this Section 6.8 with respect to coverage of the Purchased Entities or the Business following the Closing. Neither Arion nor any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including including, after the Closing, each of the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceedsproceeds other than with respect to claims made on behalf of Arion, its Affiliates or the Business) to cover any assets of Arion or its Affiliates or any Liability arising from the Purchased Assets, operation of the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to Business following the Closing, and such Seller shall use its reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from From and after the Closing, Arion shall be responsible for securing all insurance it considers appropriate for Arion and its Affiliates and its operation of the Business. Arion covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy the Business or any Purchased Entity is a named insured except with respect to Pre-Closing Claims.

Insurance Matters. From and after the Closing, the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies or self-insurance programs maintained by Sellers or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies or self-insurance programs (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use its commercially reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles deductibles, self-insured retentions or other out-of-pocket expenses required to be paid by Buyer Sellers or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by BxxxxBuyer) to Buyer or a Buyer Designee. For Notwithstanding the avoidance of doubtforegoing, Sellers’ obligations under this covenant Section 6.02 shall not apply restrict or limit their ability to any selfwind-insurance programs down or policiesotherwise liquidate their estates, and Sellers shall have no obligations with respect thereto from and in each case, after the Closing., including by confirming and consummating a Chapter 11 plan of liquidation or limit their ability to close the Chapter 11 Cases after the Closing. Sellers’ obligations under this Section 6.02 shall terminate upon the Cut-Off Date; provided that, if elected by Buyer prior to the Cut-Off Date, Sellers shall use their commercially reasonable efforts to ensure that Buyer shall (at Buyer’s cost and expense) continue to have the benefit of this

Insurance Matters. From (a) Coverage of the tangible or intangible personal property, liabilities, ownership, activities, businesses, operations, officers, employees and after agents of the Closing, Companies and their Subsidiaries (the Purchased Assets, the Assumed Liabilities “Covered Assets and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any Persons”) under all current or previous insurance policies maintained by Sellers or any of their respective Affiliates Casella and its Subsidiaries (excluding the Purchased Entities“Seller Corporate Policies”), shall cease as of the Closing Date and neither Buyer nor its Affiliates the Covered Assets and Persons shall be deleted in all respects as insureds (including or additional insureds, as the Purchased Entitiescase may be) shall have with regard to any accessoccurrences or wrongful acts which occur after the Closing Date under all Seller Corporate Policies, right, title or interest to or in with the exception of any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover described in Section 6.15 of the Purchased Assets, Seller Disclosure Letter. To the Assumed Liabilities extent that there is any claim pending or made as of the operations date hereof or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to thereafter under any proceeds with respect Seller Corporate Policy relating to the Purchased Covered Assets and Persons, Casella shall pursue such claim with reasonable diligence (or at the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining torequest of Purchaser, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller Casella shall use its reasonable best efforts to seek cause Purchaser to be subrogated in respect of any such claim) and promptly following the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result resolution of such claim (but not before the Closing), remit any proceeds (net of any deductible, costs of recovery, any deductibles or and other out-of-pocket expenses costs required to be paid paid, or incurred, by Buyer Casella with respect thereto) received in respect of such claim to Purchaser. Any such proceeds received or pending claims relating to the insurer in connection therewith), Covered Assets and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, Persons prior to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer DesigneeClosing shall be excluded from the calculation of the Closing Working Capital. For Notwithstanding the avoidance of doubtforegoing, this covenant shall not apply to any self-insurance programs or policies, and Sellers shall have no obligations with respect thereto from and after the Closing, Seller agrees (i) to maintain the Seller Corporate Policies in order to provide insurance coverage for any occurrences or alleged wrongful acts which occurred prior to the Closing (regardless of when such occurrences or alleged wrongful acts may be reported), (ii) to remain responsible for fulfilling all financial obligations related to the Seller Corporate Policies, including, without limitation, the payment of all deductibles, costs of recovery, and other costs required to be paid, or incurred, with respect to any claims under any Seller Corporate Policy relating to any such occurrences or alleged wrongful acts which occurred prior to the Closing, and (iii) to notify the insurers of any claims related to any such occurrences or alleged wrongful acts which occurred prior to the Closing and to use commercially reasonable efforts to administer such claims and deliver to the Companies or their Subsidiaries the proceeds related to such claims for the life of such Seller Corporate Policies. Seller agrees that so long as it maintains director and officer, employment practices and fiduciary liability insurance policies, such policies shall cover the Companies and their Subsidiaries with respect to Losses incurred as a result of any occurrences, wrongful acts or events which occurred prior to the Closing.

Insurance Matters. From and after To the Closingextent that any third-party claims against, or first-party claims by, the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies maintained by Sellers Company or any Subsidiary arising out of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor a pre-Closing occurrence may be covered by Seller’s or its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such Affiliates’ occurrence-based insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assetssuch claims, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing“Potential Claims”, and such policies, the “Seller Occurrence Policies”), Seller shall use its commercially reasonable best efforts to seek the maximum recovery or allow Buyer to seek recovery (including by executing filing claims on behalf of Company or delivering any document, agreement, instrument or other information as Buyer may reasonably request Subsidiary) to seek facilitate coverage under the relevant Seller Occurrence Policy for such recovery) under Potential Claims; such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required coverage determination to be paid governed by Buyer and construed in accordance with the terms and conditions of the relevant Seller Occurrence Policy. The Company or a Subsidiary (as the case may be) shall provide prompt written notice to Seller after receiving notice of any Potential Claim. Purchaser or the insurer in connection therewith), Company shall be responsible for (or shall reimburse Seller for) the first $20,000 of each Potential Claim for which Seller Occurrence Policy provides coverage subject to a deductible and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recoveryindemnify Purchaser, the Company and the Subsidiaries for any amount in excess of $20,000 of the deductible with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or reimbursed by Bxxxx) to Buyer or a Buyer DesigneePotential Claim. For the avoidance of doubt, this covenant the foregoing sharing arrangement and/or indemnity shall not apply to any self-(i) Potential Claims not covered by the Seller Occurrence Policies, and/or (ii) cargo losses or any other damage or loss to goods in transit (whether or not covered by any insurance programs policy), which claims, losses or policiesdamages (and any related deductibles or retention amounts) shall be the sole responsibility of the Company. In the event a Potential Claim is tendered but coverage is denied in whole or in part under a Seller Occurrence Policy, and Sellers upon the request of Purchaser, Seller shall have no obligations with respect thereto from and after provide to the ClosingCompany a summary of all relevant provisions of the applicable Seller Occurrence Policy under which such coverage was denied.