Common use of Insurance; Risk of Loss Clause in Contracts

Insurance; Risk of Loss. For any claim that may be asserted against any Group Company after the Closing Date arising out of events, incidents, conduct or circumstances that occurred and/or existed prior to the Closing Date (such claims, “Post-Closing Claims”): (i) each Transferor shall ensure that the Group Companies have access to coverage under each of the insurance policies set forth in Section 5.15 of the Disclosure Schedule (the “Specified Policies”) in each case subject to the terms and conditions thereof; and (ii) with respect to Specified Policies designated as “Claims-Made” and “Occurrence-Reported,” each Transferor shall secure tail coverage and/or ensure that the Group Companies have access, either directly or through the Transferor or its Affiliates, to coverage under renewals of such Specified Policies or equivalent coverage. After the Closing Date, the Group Companies may seek coverage for any Post-Closing Claim from the applicable insurer under any Specified Policy or, where applicable, any tail or renewal policy or equivalent of such Specified Policy, and each Transferor shall cooperate with the Group Companies in connection with the tendering of such claims (including by providing access to employees and third party claims adjustors); provided, however, that (i) the Group Companies shall reimburse each Transferor for all of its out-of-pocket costs and expenses in connection with such cooperation; and (ii) the Group Companies shall notify the applicable Transferor(s) of all such coverage claims made. No Transferor shall release, commute, buy-back, or otherwise eliminate the coverage available under any Specified Policy without first providing reasonably advance written notice to the Group Companies.

Insurance; Risk of Loss. The Shareholders will, and will cause each of their Affiliates to, keep insurance policies currently maintained in respect of the Business and current or former employees of the Group Companies, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. For any claim that may be asserted against any Group Company after the Closing Date arising out of events, incidents, conduct or circumstances that occurred and/or existed prior to the Closing Date (such claims, “Post-Closing Claims”): (i) each Transferor ), the Shareholders shall ensure that the Group Companies have access to coverage under each of the insurance policies set forth in Section 5.15 7.16 of the Disclosure Schedule (the “Specified Policies”) in each case subject to the terms and conditions thereof; and (ii) with respect to Specified Policies designated as “Claims-Made” and “Occurrence-Reported,” each Transferor shall secure tail coverage and/or ensure that , provided the Buyer causes the Group Companies have access, either directly or through to maintain such insurance policies after the Transferor or its Affiliates, to coverage under renewals of such Specified Policies or equivalent coverageClosing. After the Closing Date, the Group Companies may seek coverage for any Post-Closing Claim from the applicable insurer under any Specified Policy or, where applicable, any tail or renewal policy or equivalent of such Specified Policy, and each Transferor the Shareholders shall cooperate with the Group Companies in connection with the tendering of such claims (including by providing access to employees and third party claims adjustors); provided, however, that (i) the Group Companies shall reimburse each Transferor the Shareholders for all of its out-of-pocket costs and expenses in connection with such cooperation; and (ii) the Group Companies shall notify the applicable Transferor(s) Shareholders of all such coverage claims made. No Transferor None of the Shareholders, the Group Companies or the Buyer (to the extent post-Closing) shall release, commute, buy-back, or otherwise eliminate the coverage available under any Specified Policy without first providing reasonably advance written notice to the Group Companiesother applicable parties.

Insurance; Risk of Loss. The Company and each Transferor will, and will cause each of its Affiliates to, keep insurance policies currently maintained in respect of the Business and current or former employees of the Company, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. For any claim that may be asserted against any Group the Company after the Closing Date arising out of events, incidents, conduct or circumstances that occurred and/or existed prior to the Closing Date (such claims, “Post-Closing Claims”): (i) each Transferor shall ensure that the Group Companies have Company has access to coverage under each of the insurance policies set forth in Section 5.15 5.17 of the Disclosure Schedule Letter (the “Specified Policies”) in each case subject to the terms and conditions thereof; and (ii) with respect to Specified Policies designated as “Claims-Made” and “Occurrence-Reported,” each Transferor shall secure tail coverage and/or ensure that the Group Companies have Company has access, either directly or through the Transferor or its Affiliates, Affiliates to coverage under renewals of such Specified Policies or equivalent coverage. After the Closing Date, the Group Companies Company may seek coverage for any Post-Closing Claim from the applicable insurer under any Specified Policy or, where applicable, any tail or renewal policy or equivalent of such Specified Policy, and each Transferor shall cooperate with the Group Companies Company in connection with the tendering of such claims (including by providing access to employees and third party claims adjustors); provided, however, that (i) the Group Companies Company shall reimburse each Transferor for all of its out-of-pocket costs and expenses in connection with such cooperation; and (ii) the Group Companies Company shall notify the applicable Transferor(s) of all such coverage claims made. No Transferor shall release, commute, buy-back, or otherwise eliminate the coverage available under any Specified Policy without first providing reasonably advance written notice to the Group CompaniesCompany.

Insurance; Risk of Loss. The Member will, and will cause his Affiliates to, keep insurance policies currently maintained in respect of the Business and current or former employees of the Company, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. For any claim that may be asserted against any Group the Company after the Closing Date arising out of events, incidents, conduct or circumstances that occurred and/or existed prior to the Closing Date (such claims, “Post-Closing Claims”): (i) each Transferor the Member shall ensure that the Group Companies Company have access to coverage under each of the insurance policies set forth in Section 5.15 6.13 of the Disclosure Schedule (the “Specified Policies”) in each case subject to the terms and conditions thereof; and (ii) with respect to Specified Policies designated as “Claims-Made” and “Occurrence-Reported,” each Transferor the Member shall secure tail coverage and/or ensure that the Group Companies Company have access, either directly or through the Transferor Member or its Affiliates, his Affiliates to coverage under renewals of such Specified Policies or equivalent coverage. After the Closing Date, the Group Companies Company may seek coverage for any Post-Closing Claim from the applicable insurer under any Specified Policy or, where applicable, any tail or renewal policy or equivalent of such Specified Policy, and each Transferor the Member shall cooperate with the Group Companies Company in connection with the tendering of such claims (including by providing access to employees and third party claims adjustors); provided, however, that (i) the Group Companies Company shall reimburse each Transferor the Member for all of its out-of-pocket costs and expenses in connection with such cooperation; and (ii) the Group Companies Company shall notify the applicable Transferor(s) Member of all such coverage claims made. No Transferor The Member shall not release, commute, buy-back, or otherwise eliminate the coverage available under any Specified Policy without first providing reasonably advance written notice to the Group CompaniesBuyer.

Insurance; Risk of Loss. The Shareholder will, and will cause each of its Affiliates to, keep insurance policies currently maintained in respect of the Business and current or former employees of the Group Companies, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. For any claim that may be asserted against any Group Company after the Closing Date arising out of events, incidents, conduct or circumstances that occurred and/or existed prior to the Closing Date (such claims, “Post-Closing Claims”): (i) each Transferor the Shareholder shall ensure that the Group Companies have access to coverage under each of the insurance policies set forth in Section 5.15 7.16 of the Disclosure Schedule (the “Specified Policies”) in each case subject to the terms and conditions thereof; and (ii) with respect to Specified Policies designated as “Claims-Made” and “Occurrence-Reported,” each Transferor the Shareholder shall secure tail coverage and/or ensure that the Group Companies have access, either directly or through the Transferor Shareholder or its Affiliates, Affiliates to coverage under renewals of such Specified Policies or equivalent coverage. After the Closing Date, the Group Companies may seek coverage for any Post-Closing Claim from the applicable insurer under any Specified Policy or, where applicable, any tail or renewal policy or equivalent of such Specified Policy, and each Transferor the Shareholder shall cooperate with the Group Companies in connection with the tendering of such claims (including by providing access to employees and third party claims adjustors); provided, however, that (i) the Group Companies shall reimburse each Transferor the Shareholder for all of its out-of-pocket costs and expenses in connection with such cooperation; and (ii) the Group Companies shall notify the applicable Transferor(s) Shareholder of all such coverage claims made. No Transferor Shareholder shall not release, commute, buy-back, or otherwise eliminate the coverage available under any Specified Policy without first providing reasonably advance written notice to the Group Companies.

Insurance; Risk of Loss. Seller Parent will, and will cause the Business Subsidiaries and the Selling Parties to, keep insurance policies currently maintained in respect of the Business, the Purchased Assets and current or former employees of the Business, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. For any claim that may be asserted against the Business or any Group Company Business Subsidiary after the Closing Date arising out of events, incidents, conduct or circumstances that occurred and/or existed prior to the Closing Date (such claims, “Post-Closing Claims”): (i) each Transferor Seller Parent shall ensure that that, for a period of eighteen (18) months after the Group Companies Closing Date, the Business Subsidiaries have access to coverage under each of the insurance policies set forth in Section 5.15 of the Disclosure Schedule (the “Specified Insurance Policies”) , in each case subject to the terms and conditions thereof; and (ii) with respect to Specified Policies designated as “Claims-Made” and “Occurrence-Reported,” each Transferor shall secure tail coverage and/or ensure that the Group Companies have access, either directly or through the Transferor or its Affiliates, to coverage under renewals of such Specified Policies or equivalent coverage. After the Closing Date, the Group Companies Business Subsidiaries may seek coverage for any Post-Closing Claim from the applicable insurer under any Specified Policy or, where applicable, any tail or renewal policy or equivalent of such Specified Insurance Policy, and each Transferor Seller Parent shall reasonably cooperate with the Group Companies Business Subsidiaries in connection with the tendering of such claims (including by providing reasonable access to employees and third party claims adjustors); provided, however, that (i) the Group Companies Business Subsidiaries shall reimburse each Transferor Seller Parent for all of its out-of-pocket costs and expenses in connection with such cooperation; and (ii) the Group Companies Business Subsidiaries shall notify the applicable Transferor(s) provide prior written notice to Seller Parent of all such coverage claims to be made. No Transferor Seller Parent shall not make any material change (whether by release, commute, buy-back, or otherwise eliminate otherwise) to the coverage available under any Specified Insurance Policy without first providing reasonably advance written notice to the Group Companiesapplicable Business Subsidiaries.

Insurance; Risk of Loss. The Members will, and will cause each of their Affiliates to, keep insurance policies currently maintained in respect of the Business and current or former employees of the Group Companies, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. For any claim that may be asserted against any Group Company after the Closing Date arising out of events, incidents, conduct or circumstances that occurred and/or existed prior to the Closing Date (such claims, “Post-Closing Claims”): (i) each Transferor the Members shall ensure that the Group Companies have access to coverage under each of the insurance policies set forth in Section 5.15 7.16 of the Disclosure Schedule (the “Specified Policies”) in each case subject to the terms and conditions thereof; and (ii) with respect to Specified Policies designated as “Claims-Made” and “Occurrence-Reported,” each Transferor the Members shall secure tail coverage and/or ensure that the Group Companies have access, either directly or through the Transferor Members or its Affiliates, their Affiliates to coverage under renewals of such Specified Policies or equivalent coverage. After the Closing Date, the Group Companies may seek coverage for any Post-Closing Claim from the applicable insurer under any Specified Policy or, where applicable, any tail or renewal policy or equivalent of such Specified Policy, and each Transferor the Members shall cooperate with the Group Companies in connection with the tendering of such claims (including by providing access to employees and third party claims adjustors); provided, however, that (i) the Group Companies shall reimburse each Transferor the Members for all of its out-of-pocket costs and expenses in connection with such cooperation; and (ii) the Group Companies shall notify the applicable Transferor(s) Members of all such coverage claims made. No Transferor The Members shall not release, commute, buy-back, or otherwise eliminate the coverage available under any Specified Policy without first providing reasonably advance written notice to the Group Companies.

Insurance; Risk of Loss. The Company and each Transferor will, and will cause each of its Affiliates to, keep insurance policies currently maintained in respect of the Business and current or former employees of the Group Companies, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. For any claim that may be asserted against any Group Company after the Closing Date arising out of events, incidents, conduct or circumstances that occurred and/or existed prior to the Closing Date (such claims, “Post-Closing Claims”): (i) each Transferor shall ensure that the Group Companies have access to coverage under each of the insurance policies set forth in Section 5.15 5.17 of the Disclosure Schedule (the “Specified Policies”) in each case subject to the terms and conditions thereof; and (ii) with respect to Specified Policies designated as “Claims-Made” and “Occurrence-Reported,” each Transferor shall secure tail coverage and/or ensure that the Group Companies have access, either directly or through the Transferor or its Affiliates, Affiliates to coverage under renewals of such Specified Policies or equivalent coverage. After the Closing Date, the Group Companies may seek coverage for any Post-Closing Claim from the applicable insurer under any Specified Policy or, where applicable, any tail or renewal policy or equivalent of such Specified Policy, and each Transferor shall cooperate with the Group Companies in connection with the tendering of such claims (including by providing access to employees and third party claims adjustors); provided, however, that (i) the Group Companies shall reimburse each Transferor for all of its out-of-pocket costs and expenses in connection with such cooperation; and (ii) the Group Companies shall notify the applicable Transferor(s) of all such coverage claims made. No Transferor shall release, commute, buy-back, or otherwise eliminate the coverage available under any Specified Policy without first providing reasonably advance written notice to the Group Companies.

Insurance; Risk of Loss. For any claim that may be asserted against any Group Company (a) As of the close of business on the Closing Date: (i) Seller will terminate or cause its Affiliates to terminate all insurance coverage with respect to events occurring on or after the Closing Date arising out of events, incidents, conduct or circumstances that occurred and/or existed prior relating to the Closing Date (such claimsCompany and its Subsidiaries and their respective businesses, “Post-Closing Claims”): (i) each Transferor shall ensure that assets and employees under the Group Companies have access to coverage under each policies of insurance of Seller maintained for the insurance policies set forth in Section 5.15 benefit of all of its controlled subsidiaries, including the Disclosure Schedule (the “Specified Policies”) in each case subject to the terms Company and conditions thereof; and (ii) with respect to Specified Policies designated as “Claims-Made” and “Occurrence-Reported,” each Transferor shall secure tail coverage and/or ensure that the Group Companies have access, either directly or through the Transferor or its Affiliates, to coverage under renewals of such Specified Policies or equivalent coverage. After the Closing Date, the Group Companies may seek coverage for any Post-Closing Claim from the applicable insurer under any Specified Policy or, where applicable, any tail or renewal policy or equivalent of such Specified Policy, and each Transferor shall cooperate with the Group Companies in connection with the tendering of such claims (including by providing access to employees and third party claims adjustors)Subsidiaries; provided, however, that (iA) no such termination of any “occurrence based” policy in force as of the Group Companies Closing Date shall reimburse each Transferor be effected so as to prevent the Company and its Subsidiaries from recovering under such policies for all losses covered thereby from events occurring on or prior to the Closing Date, it being understood that the Company and its Subsidiaries shall be responsible for any deductible payable under the terms of its out-of-pocket costs and expenses the applicable policy in connection with any such cooperationclaims; (B) no such termination of any “claims made” policy in force as of the Closing Date shall be effected so as to prevent the Company and its Subsidiaries from recovering under such policies for losses covered thereby arising from or out of any claim made on or prior to the Closing Date, it being understood that the Company and its Subsidiaries shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims; and (ii) the Group Companies Buyer shall notify the applicable Transferor(s) become solely responsible for all insurance coverage and related risk of all such coverage claims made. No Transferor shall release, commute, buy-back, or otherwise eliminate the coverage available under any Specified Policy without first providing reasonably advance written notice loss with respect to the Group CompaniesCompany and its Subsidiaries and their respective businesses, assets and employees in connection with events occurring on or after the Closing Date.