Common use of Insurance; Risk of Loss Clause in Contracts

Insurance; Risk of Loss. Seller will, or will cause the Companies and the Subsidiaries to, keep insurance policies currently maintained by Seller or the Companies or the Subsidiaries (with respect to the Business), or suitable replacements therefor, in full force and effect through the close of business on the Closing Date, and Buyer shall become solely responsible for all insurance coverage and related risk of loss based on events occurring after the Closing Date with respect to the Companies, the Transferring Subsidiaries and their respective businesses, assets and current or former employees. All proceeds of insurance payable (in excess of any deductible, retention or self-insurance amount) in respect of any event that occurs on or before the Cut-Off Date, to the extent that the proceeds are for damaged properties or assets of any Company or any Subsidiary (with respect to the Business) and would otherwise be payable to Seller or its Affiliates, shall be received by Seller and (a) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has not been repaired or restored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, and (b) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has been repaired or restored or paid for by Seller, shall be retained by Seller on or prior to the Closing, or, if no proceeds have been received before the Closing, Seller shall be entitled to all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 7.5, neither the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information.

Insurance; Risk of Loss. (a) Dynegy and Seller willshall keep, or will cause the Companies and the Subsidiaries toto keep, keep all insurance policies currently maintained by Seller that provide coverage for any IPC Companies, the Business or any IPC Assets, as the Companies or the Subsidiaries (with respect to the Business), or suitable replacements thereforcase may be, in full force and effect through the close Closing, or provide for the renewal of business on all such policies that are expiring by their own terms prior to such date. In the event of a property loss in respect of any asset of the Business, the IPC Assets or IPC Companies prior to the Closing, Seller and Dynegy agree to cede recovered insurance proceeds (net of deductible) in respect of such asset to Purchaser post-Closing Datefor the repair of such asset. Except for the coverage required under Section 5.5(c), as of the Closing, Dynegy and Seller shall cause the termination of all insurance coverage for the Business, the IPC Assets or the IPC Companies and their respective businesses, assets, and Buyer current or former employees, and Purchaser shall become solely responsible for all insurance coverage and related risk of loss based on events occurring after the Closing Date with respect to the IPC Companies, the Transferring Subsidiaries Business, the IPC Assets, and their respective businesses, assets assets, and current or and former employees. All proceeds of insurance payable ; provided, however, that (in excess i) no such termination by Dynegy or Seller of any deductible, retention "occurrence" coverage in force prior to the Closing shall be effected so as to prevent Purchaser or self-insurance amountany IPC Company from recovering under such coverage for losses from events or damages occurring prior to the Closing; and (ii) in respect no such termination of any event that occurs on or before the Cut"claims-Off Date, made" coverage in force prior to the extent that the proceeds are for damaged properties or assets of any Company Closing shall be effected so as to prevent Purchaser or any Subsidiary (with respect IPC Company from recovering under such coverage for losses from events or damages occurring prior to the Business) and would otherwise be payable to Seller or its Affiliates, shall be received by Seller and (a) Closing to the extent the damage applicable insurance company or third party claims administrator shall have received written notice of claims or written notice of circumstances that are reasonably likely to give rise to a claim that occurred relating to such events on or before or within 60 days after the Closing. Dynegy and Sellers shall use commercially reasonable efforts to report to the properties applicable insurance company or assets of any Company or any Subsidiary to which the proceeds pertain has not been repaired or restored or paid for by Sellerthird party claims administrator, shall be paid over to Buyer at the Closing, or, if no proceeds have been received on a timely basis before the Closing, Seller shall assign any claims of its claims thereto which they have Knowledge (or circumstances that are reasonably likely to Buyer promptly following the Closing Date, and (bgive rise to a claim) relating to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has been repaired or restored or paid for by Seller, shall be retained by Seller on or events occurring prior to the Closing, or, if no proceeds have been received before the Closing, Seller shall be entitled to all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 7.5, neither the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information.

Insurance; Risk of Loss. Seller willshall, or will and shall cause the Companies and the Subsidiaries to, keep insurance policies or self-insured retentions currently maintained by Seller or for the benefit of the Companies covering their business, assets and current or former employees and the Subsidiaries Contributed Assets, as the case may be (with respect to the Business“Insurance Coverage”), or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. From and prior to the Closing Date, Seller agrees to take such actions as may be reasonably necessary not to voluntarily relinquish or terminate policies providing Insurance Coverage if doing so would adversely affect the availability of such Insurance Coverage. The availability of Insurance Coverage with respect to any claim shall be subject in all respects to Seller’s applicable deductibles, retention and Buyer similar limits. From and after the Closing Date, the Companies shall become be solely responsible for all insurance coverage and related risk of loss based on events occurring claims pending as of the Closing Date and claims made after the Closing Date Date, without regard to when the event giving rise to any such claim occurred, with respect to the Companies, the Transferring Subsidiaries Companies and their respective businessesbusiness, assets and current or former employees. All proceeds Notwithstanding the immediately preceding sentence, Seller and Buyer agree that all claims with respect to insured events relating to the Business occurring prior to the Closing will be administered in all material respects in accordance with the terms of insurance payable the Insurance Coverage. Seller will use its reasonable best efforts to provide Buyer with the benefit of the Insurance Coverage with respect to such claims to the extent Losses occurring prior to the Closing related to the Business are covered notwithstanding the consummation of the Contemplated Transactions; provided that (in excess a) such recovery will be net of any deductible, retention deductibles or self-insurance amount) in respect insured retention amounts, costs of any event that occurs on retroactive insurance premiums or before the Cut-Off Date, to the extent that the proceeds are for damaged properties other amounts paid or assets of expenses incurred in connection with any Company or any Subsidiary (with respect to the Business) and would otherwise be payable to Seller or its Affiliates, shall be received by Seller and (a) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has not been repaired or restored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its insured claims thereto to Buyer promptly following made after the Closing Date, under the Insurance Coverage and (b) Seller shall have no obligation to Buyer or any Company hereunder to prioritize Company claims over other claims of Seller or any of its Affiliates. In the extent the damage to the properties or assets event of any Company failure by any insurer to satisfy any claim, Seller and its Affiliates shall have no liability or obligation to Buyer pursuant to this Section 8.5; provided, that the foregoing shall not preclude any Subsidiary to which the proceeds pertain has been repaired or restored or paid liability of Seller for by Seller, shall be retained any breach by Seller on or prior to the Closing, or, if no proceeds have been received before the Closing, Seller shall be entitled to all claims thereto. Provided that Seller complies with Seller’s obligations under of this Section 7.5, neither the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital8.5. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information relating to the Companies in order to make filing filings with insurance carriers or self insurance regulators from another party hereto, the such other party will shall promptly supply such information. Notwithstanding anything to the contrary in this Section 8.5, nothing in this Section 8.5 shall require Seller or any of its Affiliates to expend money (other than customary legal advisor costs), commence or participate in any Proceeding or offer or grant any accommodation or concession (financial or otherwise) to any third party.

Insurance; Risk of Loss. (a) Seller willshall keep, or will cause the Companies and the Subsidiaries toto be kept, keep all insurance policies currently maintained by Seller or the Companies or the Subsidiaries (with respect to the Business)policies, or suitable replacements therefor, to the extent relating to the UCI Businesses, in full force and effect through the close of business on the Closing Date. As of the close of business on the Closing Date, Seller shall terminate or cause its Affiliates to terminate all coverage relating to the UCI Businesses under the general corporate policies of insurance of Seller for the benefit of all of its Subsidiaries; provided, however, that (i) no such termination of any policy in force as of the Closing Date shall be effected so as to prevent the Acquired Companies from recovering under such policies for losses from events occurring prior to the Closing Date, it being understood that the Acquired Companies shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims except to the extent that Seller is required to provide indemnification for such losses pursuant to Article IX; and Buyer (ii) no such termination of any claims made policy in force as of the Closing Date shall be effected so as to prevent the Acquired Companies from recovering under such policies for losses from events occurring prior to the Closing Date and for which Purchaser has given Seller written notice of such loss during the policy period and/or the extended reporting period. Purchaser shall become solely responsible for all insurance coverage and related risk of loss with respect to the Acquired Companies based on events occurring on or after the close of business on the Closing Date. Seller shall notify each applicable insurance company for any claims made prior to the Closing Date and, with respect to clause (ii) above, for any claims made during the Companies, policy period and/or the Transferring Subsidiaries and their respective businesses, assets and current or former employeesextended reporting period. All proceeds of insurance payable (in excess of any deductible, retention or self-insurance amount) in respect of any event that occurs on or before the Cut-Off Date, to the extent that the proceeds are for damaged properties or assets of any Company or any Subsidiary (with respect to the Business) and would otherwise be payable to Seller or its Affiliates, shall be received by Seller and (a) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has not been repaired or restored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following After the Closing Date, and Purchaser shall promptly (bin all cases within forty five (45) to the extent the damage to the properties or assets Business Days of receipt of any Company or notice) notify Seller of any Subsidiary to which the proceeds pertain has been repaired or restored or paid for by Seller, shall be retained by Seller on or claims arising from events that occurred prior to the Closing, or, if no proceeds have been received before the Closing, Seller shall Closing Date that may be entitled to all claims thereto. Provided that Seller complies with covered by Seller’s obligations under this Section 7.5, neither insurance policies. Purchaser shall cooperate as fully as practicable with Seller and its insurers in the occurrence investigation and defense of any casualty damage nor such claim. Seller will cooperate, at the paymentsole expense of Purchaser (unless Seller is responsible for the applicable claim pursuant to Article IX), receipt or collection with Purchaser in submitting and pursuing claims promptly and in accordance with the terms of such policies, use commercially reasonable efforts to obtain recoveries for the Acquired Companies with respect to claims pursuant to such insurance proceeds shall be included or accounted policies and remit to the Acquired Companies any recovery obtained by it pursuant to such claims for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order which Seller is not otherwise responsible pursuant to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such informationArticle IX.

Insurance; Risk of Loss. (a) Dynegy and Seller willshall keep, or will cause the Companies and the Subsidiaries toto keep, keep all insurance policies currently maintained by Seller that provide coverage for any IPC Companies, the Business or any IPC Assets, as the Companies or the Subsidiaries (with respect to the Business), or suitable replacements thereforcase may be, in full force and effect through the close Closing, or provide for the renewal of business on all such policies that are expiring by their own terms prior to such date. In the event of a property loss in respect of any asset of the Business, the IPC Assets or IPC Companies prior to the Closing, Seller and Dynegy agree to cede recovered insurance proceeds (net of deductible) in respect of such asset to Purchaser post-Closing Datefor the repair of such asset. Except for the coverage required under Section 5.5(c), as of the Closing, Dynegy and Seller shall cause the termination of all insurance coverage for the Business, the IPC Assets or the IPC Companies and their respective businesses, assets, and Buyer current or former employees, and Purchaser shall become solely responsible for all insurance coverage and related risk of loss based on events occurring after the Closing Date with respect to the IPC Companies, the Transferring Subsidiaries Business, the IPC Assets, and their respective businesses, assets assets, and current or and former employees. All proceeds of insurance payable ; provided, however, that (in excess i) no such termination by Dynegy or Seller of any deductible, retention “occurrence” coverage in force prior to the Closing shall be effected so as to prevent Purchaser or self-insurance amountany IPC Company from recovering under such coverage for losses from events or damages occurring prior to the Closing; and (ii) in respect no such termination of any event that occurs on or before the Cut“claims-Off Date, made” coverage in force prior to the extent that the proceeds are for damaged properties or assets of any Company Closing shall be effected so as to prevent Purchaser or any Subsidiary (with respect IPC Company from recovering under such coverage for losses from events or damages occurring prior to the Business) and would otherwise be payable to Seller or its Affiliates, shall be received by Seller and (a) Closing to the extent the damage applicable insurance company or third party claims administrator shall have received written notice of claims or written notice of circumstances that are reasonably likely to give rise to a claim that occurred relating to such events on or before or within 60 days after the Closing. Dynegy and Sellers shall use commercially reasonable efforts to report to the properties applicable insurance company or assets of any Company or any Subsidiary to which the proceeds pertain has not been repaired or restored or paid for by Sellerthird party claims administrator, shall be paid over to Buyer at the Closing, or, if no proceeds have been received on a timely basis before the Closing, Seller shall assign any claims of its claims thereto which they have Knowledge (or circumstances that are reasonably likely to Buyer promptly following the Closing Date, and (bgive rise to a claim) relating to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has been repaired or restored or paid for by Seller, shall be retained by Seller on or events occurring prior to the Closing, or, if no proceeds have been received before the Closing, Seller shall be entitled to all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 7.5, neither the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information.

Insurance; Risk of Loss. Seller will(a) Dynegy and Sellers shall keep, or will cause the Companies and the Subsidiaries toto be kept, keep all insurance policies currently maintained by Seller or the Companies or the Subsidiaries (with respect to that provide coverage for the Business), or suitable replacements thereforany of the Purchased Assets or Purchased Subsidiaries, as the case may be, in full force and effect through the close Closing, or provide for the renewal of business on all such policies that are expiring by their own terms prior to such date. In the event of a property loss in respect of any asset of the Business, the Purchased Assets or Purchased Subsidiaries prior to the Closing, Sellers and Dynegy agree to cede recovered insurance proceeds (net of deductible/annual aggregate retention) in respect of such asset to Purchaser post-Closing Datefor the repair of such asset. As of the Closing, Dynegy and Sellers shall cause the termination of all insurance coverage for the Business, the Purchased Assets or the Purchased Subsidiaries and their respective businesses, assets, and Buyer current or former employees, and Purchaser shall become solely responsible for all insurance coverage and related risk of loss based on events occurring after the Closing Date with respect to the CompaniesBusiness, the Transferring Purchased Assets (including the Purchased Subsidiaries and their respective businesses, assets assets, and current or and former employees. All proceeds of insurance payable ); provided, however, that (in excess i) no such termination by Dynegy or any Seller of any deductible, retention "occurrence" coverage in force as of the Closing shall be effected so as to prevent Purchaser or self-insurance amountany Purchased Subsidiary from recovering under such coverage for losses from events occurring prior to the Closing; and (ii) in respect no such termination of any event "claims-made" coverage in force as of the Closing shall be effected so as to prevent Purchaser or any Purchased Subsidiary from recovering under such coverage for losses from events that occurs on or before the Cut-Off Date, occurred prior to the extent that the proceeds are for damaged properties or assets of any Company or any Subsidiary (with respect to the Business) and would otherwise be payable to Seller or its Affiliates, shall be received by Seller and (a) Closing to the extent the damage applicable insurance company or third party claims administrator shall have received written notice of claims or written notice of circumstances that are reasonably likely to give rise to a claim that occurred relating to such events on or before or within 60 days after the Closing; provided, further, however, that in no event at or after the Closing shall Purchaser or any Purchased Subsidiary have the right to recover under any such coverage to the properties extent Dynegy or assets one of its Affiliates (other than any Company Purchased Subsidiaries) has assumed or retained responsibility for any Subsidiary to such losses which the proceeds pertain has not been repaired or restored or paid for are covered by Sellersuch policy, in which case such recovery rights shall be paid over provided to Buyer at the ClosingPerson which has assumed or retained such responsibility. Dynegy and Sellers shall use commercially reasonable efforts to report to the applicable insurance company or third party claims administrator, or, if no proceeds have been received on a timely basis before the Closing, Seller shall assign any claims of its claims thereto to Buyer promptly following the Closing Date, and (b) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain primary person who processes such claims of the Business in the ordinary course has been repaired knowledge (or restored circumstances that are reasonably likely to give rise to a claim) relating to events occurring before the Closing. For all insurance and/or self-insurance claims of the Business, the Purchased Assets or paid for by Seller, shall be retained by Seller on or the Purchased Subsidiaries filed prior to the Closing, orand for those claims of the Business, if no proceeds have been received before the Purchased Assets or the Purchased Subsidiaries identified as set forth in the foregoing clauses (i) and (ii), upon the consummation of the Closing, Seller Purchaser shall be entitled responsible for any and all costs related to all any such claim, including deductibles, self-insured retentions, claims theretoadjusting expenses, loss conversion factor expenses, retro-active premium adjustments, collateral requirements and associated costs, uninsured losses, legal fees, indemnity benefits and any other costs that become due and payable in connection with any such claims. Provided that Seller complies with Seller’s obligations under this Section 7.5Purchaser shall reimburse Dynegy for these costs by wire transfer of funds within twenty days of receipt of an invoice from Dynegy therefor, neither the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such informationaccompanied by reasonable supporting detail.

Insurance; Risk of Loss. Seller LESSEE will, at its own expense, keep all Equipment fully insured, with carriers and in such amounts (but not less than the original cost of the Equipment) and with such deductibles as are acceptable to LESSOR and ASSIGNEE, said insurance to include, but not be limited, coverage against the hazards of fire, sprinkler and water damage, those hazards normally covered by "extended coverage insurance" as that term is commonly used in the commercial insurance industry, and any additional coverage specified by the LESSOR or ASSIGNEE. LESSEE shall furnish and deliver to LESSOR and ASSIGNEE within fifteen (15) days after delivery of Equipment certified copies of such insurance policies and each renewal thereof, or certificates of insurance evidencing the same and evidence to LESSOR and ASSIGNEE that all premiums have been fully paid. All policies will provide that the issuer will give LESSOR and ASSIGNEE at least thirty (30) days written notice before any such policy or policies of insurance may be altered or cancelled and that no act or omission of LESSEE or any of its officers, agents, employees or representatives shall affect the right of the LESSOR or ASSIGNEE to recover the full amount of any loss or damage under such policy or policies. All insurance policies obtained by LESSEE hereto shall contain loss payable clauses providing that any compensation for losses suffered thereunder shall first be paid to the ASSIGNEE and then to LESSEE as their respective interests may appear. In the event of any such losses, LESSEE hereby directs the insurance carrier to pay any compensation to the ASSIGNEE solely in its name, and not to ASSIGNEE and LESSEE jointly; and in the event any such compensation is tendered in any instrument, draft or check made payable to LESSEE and ASSIGNEE jointly, ASSIGNEE is hereby authorized and permitted by LESSEE to deal with said instrument, draft or check in any way necessary to negotiate it or reduce it to cash, including, without limitation, the endorsement of LESSEE's name on said check, draft or instrument. In the event LESSEE fails to obtain insurance as required herein, fails to keep the same in force, or fails to adequately insure the Equipment, the LESSOR or ASSIGNEE may obtain whatever insurance it deems necessary, and pay the premiums on said insurance for the account of LESSEE. Any such amounts advanced by LESSOR or ASSIGNEE pursuant hereto shall be deemed to be a part of the obligations of LESSEE to the LESSOR or ASSIGNEE, and shall bear interest from the date advanced until fully repaid to LESSOR or ASSIGNEE, at the Default Rate. LESSEE hereby fully assumes and shall bear the entire risk of loss or damage to the Equipment from any and every cause whatsoever, including, without limitation, fire, theft, damage, destruction, confiscation and condemnation. In the Companies and the Subsidiaries event of any loss, destruction, confiscation, condemnation, theft of, or damage to, keep any of the Equipment, LESSEE will immediately notify LESSOR in writing. The loss, destruction, confiscation, condemnation, or theft of, or damage to (or replacement by LESSEE of) any of the Equipment shall not relieve the LESSEE from its obligation to pay the full rental payable hereunder, which LESSEE shall continue to pay in accordance with the schedule established under this lease. If any item of the Equipment is partially damaged, LESSEE shall at its own cost pay the cost of repairing the damage, and, any sums collected from insurance policies currently maintained on account of such damage shall be applied to the cost thereof, however, on default of the LESSEE in repairing such damage within thirty (30) days of the occurrence thereof, the sums collected therefor shall be applied to the last maturing Monthly Rental Payments payable hereunder or to the repair of the Equipment, at LESSOR's option. /s/ EL If any item of the Equipment is lost, damaged beyond repair, destroyed, stolen, confiscated or condemned, LESSEE shall, at its own cost, replace the item of Equipment with an identical new unit of Equipment, and shall cause title thereto to vest in LESSOR free and clear of all liens, claims and encumbrances whatsoever, except those of the ASSIGNEE. Any sums collected from insurance for the total loss of any of the Equipment shall be first credited to the payment of the residual value of the Equipment, as determined solely by Seller or the Companies or LESSOR, and then to the Subsidiaries (unpaid Monthly Rental Payments payable hereunder. LESSEE shall also insure the LESSOR, LESSEE and ASSIGNEE with respect to liability for personal injuries, death, damage to or loss of use of property resulting from the Business)ownership, use and operation of the Equipment, with insurers satisfactory to LESSOR in amount of at least One Million ($1,000,000) Dollars combined single limit, or suitable replacements therefor, in full force such greater amount as LESSOR shall reasonably require. LESSEE shall provide to LESSOR and effect through ASSIGNEE evidence of such insurance within the close of business on the Closing Date, time period and Buyer shall become solely responsible for all insurance coverage and related risk of loss based on events occurring after the Closing Date with respect to the Companies, the Transferring Subsidiaries and their respective businesses, assets and current or former employees. All proceeds of insurance payable (in excess of any deductible, retention or self-insurance amount) in respect of any event that occurs on or before the Cut-Off Date, to the extent that the proceeds are for damaged properties or assets of any Company or any Subsidiary (with respect to the Business) and would otherwise be payable to Seller or its Affiliates, shall be received by Seller and (a) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has not been repaired or restored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, and (b) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has been repaired or restored or paid for by Seller, shall be retained by Seller on or prior to the Closing, or, if no proceeds have been received before the Closing, Seller shall be entitled to all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 7.5, neither the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such informationmanner specified above for extended casualty coverage.

Insurance; Risk of Loss. (a) Seller willshall keep, or will cause the Companies and the Subsidiaries toto be kept, keep all insurance policies currently maintained by Seller or the Companies or the Subsidiaries (with respect to the Business)set forth on Schedule 3.17, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. From the date hereof until the Closing Date, Seller shall cooperate with Purchaser to seek to keep all insurance policies set forth in Schedule 3.17 in full force and Buyer effect for a period of 60 days following the Closing Date, or to obtain suitable replacements therefor, at Purchaser’s cost (including premium and reinstatement costs and assumption of retentions and deductibles), provided that such coverage can be obtained without any direct or indirect cost (Tax-related or otherwise), liability (contingent or otherwise) or exposure to Seller. Promptly following the date hereof, Seller shall designate an individual to use his or her best efforts to obtain and deliver to Purchaser copies of each of the insurance policies set forth in Schedule 3.17 at the earliest time practicable but in any event within fifteen (15) Business Days after the date hereof. Except as provided in the preceding sentence, effective as of the Closing Date, Seller will terminate or cause its Affiliates (other than the Company, the Subsidiaries and the Joint Ventures) to terminate all coverage relating to the Company, the Subsidiaries and the Joint Ventures and their respective businesses, assets and Employees under the general corporate policies of insurance, cancelable surety bonds and hold harmless agreements of Seller for the benefit of the Company, any Subsidiary or any Joint Venture; provided, however, that (i) no such termination of any occurrence policy in force as of the Closing Date shall be effected so as to prevent the Company from recovering under such policies for losses from events occurring prior to the Closing Date to the extent a member of Seller’s risk management department shall have received written notice of claims relating to such events on or before the ninetieth (90th) day following the Closing Date, it being understood that the Company shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims; (ii) no such termination of any claims made policy in force as of the Closing Date shall be effected so as to prevent the Company from recovering under such policies for losses from events occurring prior to the Closing Date to the extent a member of Seller’s risk management department shall have received written notice of claims relating to such events before the Closing Date; and (iii) Purchaser shall become solely responsible for all insurance coverage and related risk of loss with respect to the Company, the Subsidiaries and the Joint Ventures and their respective businesses and assets and Employees based on (x) events occurring on or after the Closing Date with respect and (y) events occurring prior to the Companies, the Transferring Subsidiaries and their respective businesses, assets and current or former employees. All proceeds of insurance payable (in excess of any deductible, retention or self-insurance amount) in respect of any event that occurs on or before the Cut-Off Date, to the extent that the proceeds are Closing Date for damaged properties or assets of any Company or any Subsidiary (with respect to the Business) and would otherwise be payable to Seller or its Affiliates, shall be received by Seller and (a) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain notice has not been repaired or restored or paid for received as described by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before date set forth in the Closing, foregoing clauses (i) and (ii). Seller shall assign notify each applicable insurance company for any of its claims thereto made prior to Buyer promptly following the Closing Date, and (b) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has been repaired or restored or paid for by Seller, shall be retained by Seller on or prior to the Closing, or, if no proceeds have been received before the Closing, Seller shall be entitled to all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 7.5, neither the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information.

Insurance; Risk of Loss. Seller willThe Sellers shall keep, or will cause to be kept, all current insurance policies including self insurance programs relating to the Business and the Acquired Companies and the Subsidiaries to, keep insurance policies currently maintained by Seller or (including those set forth in Section 4.21 of the Companies or the Subsidiaries (with respect to the BusinessDisclosure Letter), or suitable replacements therefor, in full force and effect through the close of business on the Closing Date, and Buyer shall become solely responsible for all insurance coverage and related risk . As of loss based the close of business on events occurring after the Closing Date with respect Date, the Sellers shall terminate or cause their Affiliates to terminate all coverage, including without limitation, self-insurance programs, relating to the Companies, Business and the Transferring Acquired Companies and the Subsidiaries and their respective businesses, assets assets, and current or former employees. All proceeds employees under the general corporate policies of insurance payable of the Sellers or its Affiliates for the benefit of all their controlled Affiliates, including the Acquired Companies and the Subsidiaries; provided, however, that (in excess i) no such termination of any deductibleoccurrence based policy in force as of the Closing Date shall be effected so as to prevent the Acquired Companies and the Subsidiaries from asserting a claim under such policies, subject to all policy deductibles, self insured retention or self-insurance amountpolicy limits and all other terms and conditions thereof, for losses from events occurring prior to the Closing Date to the extent that Revlon's Risk Management department shall have received written notice related to such events; (ii) in respect no such termination of any event that occurs on or before "claims made" policy in force as of the Cut-Off DateClosing Date shall be effected so as to prevent the Acquired Companies and the Subsidiaries from asserting a claim under such policies, to the extent that such claim was filed with the proceeds are for damaged properties or assets of any Company or any Subsidiary (with respect applicable insurer prior to the Business) and would otherwise be payable to Seller or its Affiliates, shall be received by Seller and (a) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has not been repaired or restored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, subject to all policy limits and (b) all other terms and conditions thereof, for losses from events occurring prior to the Closing Date to the extent the damage Revlon's Risk Management department shall have received written notice related to the properties or assets of such events. The Sellers and Buyer shall jointly notify each applicable insurance company for any Company or any Subsidiary to which the proceeds pertain has been repaired or restored or paid for by Seller, shall be retained by Seller on or claims made prior to the ClosingClosing Date. In order to remove or release Sellers from standby irrevocable letter of credit obligations maintained by the Sellers for the Business as a result of applicable law requirements, or, if no proceeds have been received before Buyer shall at its expense establish and maintain standby irrevocable letters of credit in respect to the Closing, Seller shall be entitled to all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 7.5, neither Business and the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital. To the extent that Affected Employees from and after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such informationDate.

Insurance; Risk of Loss. (a) Seller will, or will cause the Companies to, (with respect to the Business and the Subsidiaries to, Assets) keep insurance policies currently maintained by Seller or the Companies covering their respective businesses, assets, liabilities and current or former employees, as the Subsidiaries (with respect to the Business)case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date, and Buyer shall become solely responsible for all insurance coverage and related risk of loss based on events occurring after the Closing Date with respect to the Companies, the Transferring Subsidiaries and their respective businesses, assets and current or former employeesBusiness. All proceeds of insurance payable (in excess of any deductible, retention or self-insurance amount) in respect of any event that occurs on or before the Cut-Off Date, to the extent that the proceeds are for damaged properties or assets of any Company or any Subsidiary (with respect to the Business) that constitute Assets and would otherwise be payable to Seller or its Affiliates, shall be received by Seller and (a) to the extent the damage to the properties or assets of any Company or any Subsidiary Assets to which the proceeds pertain has not been repaired or restored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, and (b) to the extent the damage to the properties or assets of any Company or any Subsidiary Assets to which the proceeds pertain has been repaired or restored or paid for by Seller, shall be retained by Seller on or prior to the Closing, or, if no proceeds have been received before the Closing, Seller shall be entitled to all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 7.58.4, neither the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 2.4 3.2 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information.