Common use of Tail Insurance Clause in Contracts

Tail Insurance. (a) From and for a period of six (6) years following the Effective Time, Parent shall not, and shall cause the Surviving Company and its subsidiaries not to, amend, repeal or modify any provision in the Governing Documents of the Surviving Company and its subsidiaries relating to the exculpation, indemnification or advancement of expenses of any individuals who served as a director, manager or officer of any member of the Company (or any predecessor-in-interest thereof) at any time prior to the Closing (each, a “D&O Indemnified Person”) in a manner that would reasonably be expected to affect materially and adversely affect the right of any D&O Indemnified Person to be indemnified, to the fullest extent permitted under applicable Law, the Governing Documents of the Company, or as otherwise agreed by contract with such D&O Indemnified Person as they existed prior to the Closing and set forth on the Company Disclosure Schedule, against any costs or expenses (including reasonable out-of-pocket attorneys’ fees and expenses of investigation, defense and ongoing monitoring), judgments, penalties, fines, losses, charges, demands, actions, suits, proceedings, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, liabilities or amounts paid in settlement incurred in connection with any claim, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing to the extent relating to the fact that the D&O Indemnified Person was a manager or officer of the Company, whether asserted or claimed prior to, at or after the Closing. (b) Prior to, but effective as of, the Closing Date, the Company shall obtain at its expense a prepaid six-year non-cancellable run-off insurance policy with respect to the Company’s existing directors’ and officers’ liability insurance coverage (collectively the “Run-Off Policies”), in each case reasonably satisfactory to Parent and the Company, to provide insurance coverage for events, acts or omissions occurring prior to the Closing for all Company D&O Indemnified Persons and which shall have a scope substantially similar to the existing coverage under, and have other terms not less favorable to the insured persons than the terms of, the directors’ and officers’ liability insurance coverage currently maintained by the Company. The Run-Off Policies shall cover the Company and its subsidiaries for any claims made before, on or after the Closing Date with respect to any events or claims occurring or arising prior to or on the Closing Date, the cost of which shall be borne by the Company and, to the extent not paid prior to the Closing Date, included as a Transaction Expense. Parent shall not, and shall cause the Surviving Company not to, take any action to eliminate such Run-Off Policies. (c) Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 4.16 shall not be terminated or modified in such a manner as to adversely affect any Parent Indemnified Party to whom this Section 4.16 applies without the consent of such affected Parent Indemnified Party, it being understood and agreed that the Parent Indemnified Parties are intended to have rights of enforcement under this Agreement.

Tail Insurance. (a) From and for a period of six (6) years following the Effective Time, Parent shall not, and shall cause the Surviving Company and its subsidiaries not to, amend, repeal or modify any provision in the Governing Documents of the Surviving Company and its subsidiaries relating Prior to the exculpation, indemnification or advancement of expenses of any individuals who served as a director, manager or officer of any member of the Company (or any predecessor-in-interest thereof) at any time prior to the Closing (each, a “D&O Indemnified Person”) in a manner that would reasonably be expected to affect materially and adversely affect the right of any D&O Indemnified Person to be indemnified, to the fullest extent permitted under applicable Law, the Governing Documents of the Company, or as otherwise agreed by contract with such D&O Indemnified Person as they existed prior to the Closing and set forth on the Company Disclosure Schedule, against any costs or expenses (including reasonable out-of-pocket attorneys’ fees and expenses of investigation, defense and ongoing monitoring), judgments, penalties, fines, losses, charges, demands, actions, suits, proceedings, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, liabilities or amounts paid in settlement incurred in connection with any claim, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing to the extent relating to the fact that the D&O Indemnified Person was a manager or officer of the Company, whether asserted or claimed prior to, at or after the Closing. (b) Prior to, but effective as of, the Closing Date, the Company shall obtain at its expense a prepaid six-year non-cancellable run-off insurance policy with respect to purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (collectively the “Run-Off PoliciesD&O Tail”)) for the Acquired Companies’ directors and officers in a form reasonably acceptable to Parent, in each case reasonably satisfactory to Parent which shall provide such directors and the Company, to provide insurance officers with coverage for events, acts or omissions occurring prior to six (6) years following the Closing for all Company D&O Indemnified Persons and which shall have a scope substantially similar to the existing coverage under, and have other terms not materially less favorable to the insured persons Persons than the terms of, the directors’ and officers’ liability insurance coverage currently maintained by the Company. The Run-Off Policies shall cover For the Company and its subsidiaries for any claims made before, period commencing on or after the Closing Date with respect to any events or claims occurring or arising prior to or and ending on the sixth (6th) anniversary of the Closing Date, the cost of which shall be borne by the Company and, to the extent not paid prior to the Closing Date, included as a Transaction Expense. Parent shall notshall, and shall cause the Surviving Company not Corporation to, take any action maintain the D&O Tail in full force and effect and honor the obligations thereunder, and Parent shall, and shall cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company to eliminate such Run-Off Policies. (c) Notwithstanding anything in this Agreement its current and former directors and officers as of immediately prior to the contraryClosing (the “D&O Indemnified Parties”) pursuant to indemnification agreements with the Company in effect on the date hereof and pursuant to the Charter Documents of the Company, in each case, in effect on the obligations under this date hereof and Made Available to Parent or entered into after the date hereof with Parent’s consent. This Section 4.16 5.10 shall survive the Closing, is intended to benefit and shall be enforceable by each D&O Indemnified Party and their respective heirs, shall be binding on all successors and permitted assigns of Parent and the Company and shall not be terminated or modified in such a manner as to adversely affect the rights of any Parent D&O Indemnified Party to whom this Section 4.16 applies without the written consent of such affected Parent D&O Indemnified Party. If Parent, it being understood the Company or any of their respective successors or permitted assigns (i) consolidate or amalgamate with or merge into any other Person and agreed not be the continuing or surviving company or entity in such consolidation, amalgamation or merger or (ii) transfer or convey all or substantially all of its properties and assets to any Person, then proper provisions will be made so that the successors and permitted assigns of Parent, the Company or any of their respective successors or permitted assigns will assume all of the obligations of Parent Indemnified Parties are intended to have rights of enforcement under and the Company set forth in this AgreementSection 5.10.

Tail Insurance. (a) From Prior to or simultaneously with the Closing, Seller shall cause the Company to purchase a six (6) year extended reporting period endorsement to the Company's currently existing (i) employment practices liability insurance policy and fiduciary liability insurance policy and (ii) directors', managers' and officers' liability insurance, which provide insurance coverage for each of the individuals who were officers, directors, managers or similar functionaries of the Company at or prior to the Closing for the benefit of such individuals with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement (such policies, the "Tail Policies"). Premiums and other costs of the Tail Policies shall be borne 100% by Seller as a Seller Transaction Expense. (b) For a period of six (6) years following after the Effective TimeClosing, Parent Buyer shall not, and shall cause not permit the Surviving Company and its subsidiaries not to, amend, repeal or otherwise modify any provision in the Governing Company's Organizational Documents relating to the exculpation or indemnification of any officers, directors, managers or similar functionaries for the Surviving Company and its subsidiaries relating period prior to the Closing if that amendment, repeal or modification would adversely affect the rights of any officers, directors, managers or similar functionaries to the exculpation, indemnification or advancement of expenses of any individuals who served as a director, manager or officer of any member of for the Company (or any predecessor-in-interest thereof) at any time period prior to the Closing Closing, or if that amendment, repeal or modification would have the effect of impairing the coverage available under the Tail Policies (each, a “D&O Indemnified Person”) in a manner or an extended reported period endorsement with respect thereto). ▇▇▇▇▇ agrees and acknowledges that would reasonably this Section 6.08 shall be expected to affect materially binding on ▇▇▇▇▇'s successors and adversely affect assigns. Nothing contained herein shall restrict or limit the right of any D&O Indemnified Person to be indemnified, to the fullest extent permitted under applicable Law, the Governing Documents rights of the CompanySeller Parties to coverage under the Tail Policies, or as otherwise agreed by contract and Buyer will reasonably cooperate with such D&O Indemnified Person as they existed prior to the Closing and set forth on the Company Disclosure Schedule, against any costs or expenses (including reasonable out-of-pocket attorneys’ fees and expenses of investigation, defense and ongoing monitoring), judgments, penalties, fines, losses, charges, demands, actions, suits, proceedings, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, liabilities or amounts paid in settlement incurred Seller Parties in connection with any claim, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing to the extent relating to the fact that the D&O Indemnified Person was a manager or officer of the Company, whether asserted or claimed prior to, at or after the Closing. (b) Prior to, but effective as of, the Closing Date, the Company shall obtain at its expense a prepaid six-year non-cancellable run-off insurance policy with respect to the Company’s existing directors’ and officers’ liability insurance coverage (collectively the “Run-Off Policies”), in each case reasonably satisfactory to Parent and the Company, to provide insurance coverage for events, acts or omissions occurring prior to the Closing for all Company D&O Indemnified Persons and which shall have a scope substantially similar to the existing coverage under, and have other terms not less favorable to the insured persons than the terms of, the directors’ and officers’ liability insurance coverage currently maintained by the Company. The Run-Off Policies shall cover the Company and its subsidiaries for any claims made before, on or after the Closing Date with respect to any events or claims occurring or arising prior to or on the Closing Date, the cost of which shall be borne by the Company and, to the extent not paid prior to the Closing Date, included as a Transaction Expense. Parent shall not, and shall cause the Surviving Company not to, take any action to eliminate accessing such Run-Off Policiescoverage. (c) Notwithstanding anything If Buyer and the Company or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, Buyer shall cause proper provisions shall be made so that the successors and assigns of Buyer and the Company shall assume all of the obligations set forth in this Agreement to the contrary, the Section 6.08. (d) The obligations under this Section 4.16 6.08 shall not be terminated or modified in such a manner as to affect adversely affect any Parent Indemnified Party indemnitee or exculpee to whom this Section 4.16 6.08 applies (a “D&O Indemnitee”) without the consent of such affected Parent Indemnified PartyD&O Indemnitee. The provisions of this Section 6.08 are intended for the benefit of, it being understood and agreed will be enforceable by (as express third-party beneficiaries), each current and former officer, director, manager or similar functionary of the Company and his or her heirs and representatives, successors and assigns and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise. (e) Notwithstanding anything contained in this Section 6.08 or Section 6.04(a) to the contrary, the Parties acknowledge and agree that the Parent Indemnified Parties are intended D&O Indemnitees may only exercise their right of exculpation, indemnification or advancement of expenses under the Organizational Documents against the Tail Policy, and in no event shall the Company or its successors or assigns be responsible or liable for providing any such exculpation, indemnification or advancement of expenses to have rights of enforcement under this Agreementany D&O Indemnitee.

Tail Insurance. (a) From Buyer shall reimburse the Seller and for Holding Company to purchase a prepaid tail insurance policy (the “Tail”) with a claims period of six (6) years following the Effective Timeafter Closing with, Parent shall not, and shall cause the Surviving Company and its subsidiaries not to, amend, repeal or modify any provision in the Governing Documents of the Surviving Company and its subsidiaries relating to the exculpation, indemnification or advancement of expenses of any individuals who served except as a director, manager or officer of any member of the Company (or any predecessor-in-interest thereof) at any time prior to the Closing (each, a “D&O Indemnified Person”) in a manner that would reasonably be expected to affect materially and adversely affect the right of any D&O Indemnified Person to be indemnified, to the fullest extent permitted under applicable Law, the Governing Documents of the Company, or as otherwise agreed by contract with such D&O Indemnified Person as they existed prior to the Closing and set forth on Disclosure Schedule 8.05, at least the Company Disclosure Schedulesame coverage and amounts and containing terms and conditions that are not less advantageous to than the Holding Company’s existing directors and officers liability insurance policy, against any costs or expenses (including reasonable out-of-pocket attorneys’ fees and expenses of investigation, defense and ongoing monitoring), judgments, penalties, fines, losses, charges, demands, actions, suits, proceedings, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, liabilities or amounts paid in settlement incurred in connection each case with any claim, whether civil, criminal, administrative or investigative, respect to Claims arising out of or pertaining to matters existing or occurring at or prior to the Closing to the extent relating to events which occurred before or at Closing (including in connection with the fact that the D&O Indemnified Person was a manager or officer of the Company, whether asserted or claimed prior to, at or after the Closingtransactions contemplated by this Agreement). The Tail shall name ▇▇▇▇▇ as an additional insured. (b) Prior Nothing in this Agreement is intended to, but effective as ofshall be construed to or shall release, the Closing Date, the Company shall obtain at its expense a prepaid six-year non-cancellable run-off insurance policy with respect waive or impair any rights to the Company’s existing directors’ and officers’ liability insurance coverage (collectively the “Run-Off Policies”), claims under any policy that is or has been in each case reasonably satisfactory to Parent and the Company, to provide insurance coverage for events, acts or omissions occurring prior to the Closing for all Company D&O Indemnified Persons and which shall have a scope substantially similar to the existing coverage under, and have other terms not less favorable to the insured persons than the terms of, the directors’ and officers’ liability insurance coverage currently maintained by the Company. The Run-Off Policies shall cover the Company and its subsidiaries for any claims made before, on or after the Closing Date existence with respect to Seller or Holding Company for any events of its respective directors, officers or claims occurring or arising prior to or on the Closing Date, the cost of which shall be borne by the Company and, to the extent not paid prior to the Closing Date, included as a Transaction Expense. Parent shall not, and shall cause the Surviving Company not to, take any action to eliminate such Run-Off Policies. (c) Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 4.16 shall not be terminated or modified in such a manner as to adversely affect any Parent Indemnified Party to whom this Section 4.16 applies without the consent of such affected Parent Indemnified Partyother employees, it being understood and agreed that the Parent Indemnified rights provided for in the Tail or this Section 8.05 are not prior to or in substitution for any such claims under such policies. (c) The Buyer agrees to indemnify and reimburse the Covered Parties are intended for an amount up to have rights the applicable Retention owed under the Tail for any Claim (i) that is brought against the Covered Parties after Closing for their actions or omission in their capacity as officers and directors occurring at or prior to the Effective Time (including in connection with the Transactions contemplated by this Agreement but excluding the Excluded D&O Claims set forth on Section 8.05 of enforcement the Disclosure Schedule); and (ii) that is covered under the Tail. (d) Except to the limited extent provided for in Section 8.05(c), Neither the Seller, the Holding Company nor the Covered Parties shall be entitled to or shall seek or be entitled to any indemnification, defense or reimbursement from the Buyer or its Affiliates with respect to Claims against, or Liabilities related to, actions or omissions of any Covered Party at or prior to the Effective Time (including in connection with the Transactions contemplated by this Agreement).

Tail Insurance. (a) From and for a period of six (6) years following the Effective Time, Parent shall not, and shall cause the Surviving Company and its subsidiaries not to, amend, repeal or modify any provision in the Governing Documents of the Surviving Company and its subsidiaries relating Prior to the exculpation, indemnification or advancement of expenses of any individuals who served as a director, manager or officer of any member of the Company (or any predecessor-in-interest thereof) at any time prior to the Closing (each, a “D&O Indemnified Person”) in a manner that would reasonably be expected to affect materially and adversely affect the right of any D&O Indemnified Person to be indemnified, to the fullest extent permitted under applicable Law, the Governing Documents of the Company, or as otherwise agreed by contract with such D&O Indemnified Person as they existed prior to the Closing and set forth on the Company Disclosure Schedule, against any costs or expenses (including reasonable out-of-pocket attorneys’ fees and expenses of investigation, defense and ongoing monitoring), judgments, penalties, fines, losses, charges, demands, actions, suits, proceedings, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, liabilities or amounts paid in settlement incurred in connection with any claim, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing to the extent relating to the fact that the D&O Indemnified Person was a manager or officer of the Company, whether asserted or claimed prior to, at or after the Closing. (b) Prior to, but effective as of, the Closing Date, the Company shall obtain at its expense a prepaid six-year non-cancellable run-off insurance policy with respect to purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (collectively the “Run-Off PoliciesD&O Tail”)) for the Acquired Companies’ directors and officers in a form acceptable to Purchaser, in each case reasonably satisfactory to Parent which shall provide such directors and the Company, to provide insurance officers with coverage for events, acts or omissions occurring prior to seven (7) years following the Closing for all Company D&O Indemnified Persons and which shall have a scope substantially similar to the existing coverage under, and have other terms not materially less favorable to the insured persons Persons than the terms of, of the directors’ and officers’ liability insurance coverage currently maintained by the Company. The Run-Off Policies shall cover For the Company and its subsidiaries for any claims made before, period commencing on or after the Closing Date with respect to any events or claims occurring or arising prior to or and ending on the seventh (7th) anniversary of the Closing Date, the cost Purchaser (including any of which its Affiliates) shall be borne by cause the Company and, to the extent applicable, any of its successors and assigns, to (i) maintain the D&O Tail in full force and effect (it being understood that Purchaser and its Affiliates shall not paid be responsible for the payment of any additional premiums, fees or other costs thereunder after the Closing) and not to cancel, reduce or modify the terms of the D&O Tail, and (ii) continue to honor the obligations (including, without limitation, any indemnification, insurance or exculpation provisions) thereunder, and to fulfill and honor in all respects the obligations of the Company (or any of its Affiliates) to its current and former directors and officers as of immediately prior to the Closing Date(the “D&O Indemnified Parties”) pursuant to (A) indemnification agreements with the Company in effect on the date hereof and pursuant to the Charter Documents of the Company, included as a Transaction Expense. Parent shall notin each case, in effect on the date hereof and Made Available to Purchaser and listed on Section 6.12 of the Disclosure Schedule or entered into after the date hereof with Purchaser’s consent (the “D&O Indemnification Agreements”), which D&O Indemnification Agreements shall, for the avoidance of doubt, survive the Closing and continue in full force and effect in accordance with their respective terms; or (B) any indemnification and release provisions under the Company Articles (or any Charter Document of the Company), to the extent applicable to any D&O Indemnified Party, and shall Purchaser agrees to cause the Surviving Company not Acquired Companies to apply such provisions in the same manner following the Closing and at such time as such Persons are no longer directors, officers or board observers of the Acquired Companies, with respect to claims or events arising out of matters occurring at or prior to the Closing. This Section 6.12 shall survive the Closing, is intended to benefit and shall be enforceable by each D&O Indemnified Party and their respective heirs, are in addition to, take and not in substitution for, any action other rights to eliminate indemnification or contribution that any such Run-Off Policies. (c) Notwithstanding anything in D&O Indemnified Party may have against Purchaser, the Company or their respective Affiliates first arising after the earlier of the Closing Date and the termination of this Agreement to by contract or otherwise, shall be binding on all successors and permitted assigns of Purchaser and the contrary, the obligations under this Section 4.16 Company and shall not be terminated or modified in such a manner as to adversely affect any Parent Indemnified Party to whom this Section 4.16 applies without the consent of such affected Parent Indemnified Party, it being understood and agreed that the Parent Indemnified Parties are intended to have rights of enforcement under this Agreement.the

Tail Insurance. (a) From Buyer shall maintain (and Seller and Holding Company shall cooperate with Buyer to enable Buyer prior to the Closing Date to obtain) for a period of six (6) years following the Effective Time, Parent shall not, and shall cause the Surviving Company and its subsidiaries not to, amend, repeal or modify any provision in the Governing Documents of the Surviving Company and its subsidiaries relating to the exculpation, indemnification or advancement of expenses of any individuals who served as a director, manager or officer of any member of the Company (or any predecessor-in-interest thereof) at any time prior to the Closing (each, a “D&O Indemnified Person”) in a manner that would reasonably be expected to affect materially and adversely affect the right of any D&O Indemnified Person to be indemnified, to the fullest extent permitted under applicable Law, the Governing Documents of the Company, or as otherwise agreed by contract with such D&O Indemnified Person as they existed prior to the Closing and set forth on the Company Disclosure Schedule, against any costs or expenses (including reasonable out-of-pocket attorneys’ fees and expenses of investigation, defense and ongoing monitoring), judgments, penalties, fines, losses, charges, demands, actions, suits, proceedings, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, liabilities or amounts paid in settlement incurred in connection with any claim, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing to the extent relating to the fact that the D&O Indemnified Person was a manager or officer of the Company, whether asserted or claimed prior to, at or after the Closing. (b) Prior to, but effective as of, the Closing Date, the Company shall obtain at its expense a prepaid six-year non-cancellable run-off tail insurance policy with respect to (the “Tail”) on terms no less favorable than Seller’s and Holding Company’s existing directors’ and officers’ liability insurance policy, including with respect to levels coverage (collectively and insurance limits and with an insurer that has, at the “Run-Off Policies”), in each case reasonably satisfactory to Parent and the Company, to provide insurance time such coverage for events, acts or omissions occurring prior to the Closing for all Company D&O Indemnified Persons and which shall have a scope substantially similar to the existing coverage under, and have other terms not less favorable to the insured persons than the terms ofis written, the same or higher A. M. Best rating as the current primary directors’ and officers’ liability insurance coverage currently maintained by the Company. The Run-Off Policies shall cover the insurer covering directors, officers and employees of Seller and Holding Company and its subsidiaries for all directors, officers, and employees of Seller and Holding Company serving as fiduciaries under any claims made beforeof the respective benefits plans of Seller and Holding Company (the “Covered Parties”); (provided, on that, Buyer may substitute therefor (i) policies with comparable coverage and amounts containing terms and conditions which are substantially no less advantageous or after (ii) with the Closing Date consent of Seller, any other policy with respect to any claims arising from facts or events which occurred on or claims occurring or arising prior to or on the Closing Date, the cost of which shall be borne by the Company and, to the extent not paid prior to the Closing Date, included as a Transaction Expense. Parent Date and covering persons who are currently covered by such insurance). (b) The provisions of this Section 8.05 shall notsurvive the Closing and are intended to benefit, and shall cause be enforceable by, each of the Surviving Company not toCovered Parties, take such former directors and officers of Seller, and all such directors and officers of Seller and their subsidiaries serving as fiduciaries under any action to eliminate such Run-Off Policies. (c) Notwithstanding anything in this Agreement to of the contraryrespective benefits plans of Seller and his or her heirs, executors, representatives or administrators. After the Closing, the obligations of Buyer under this Section 4.16 8.05 shall not be terminated or modified in such a manner as to adversely affect any Parent Indemnified Covered Party unless the affected Covered Party shall have consented in writing to whom such termination or modification. (c) Nothing in this Section 4.16 applies without the consent Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to Seller or Holding Company for any of such affected Parent Indemnified Partyits respective directors, officers or other employees, it being understood and agreed that the Parent Indemnified Parties are indemnification provided for in this Section 8.05 is not prior to or in substitution for any such claims under such policies. (d) Nothing in this Agreement is intended to or shall be construed to obligate the Buyer to indemnify, defend or hold harmless the Covered Parties beyond the provision of the Tail required pursuant to this Section 8.05. Buyer shall have rights no obligation to continue the Tail beyond the period set forth in Section 8.05(a)and shall have no obligations to the Covered Parties in excess of enforcement under this Agreementany coverage afforded to a Covered Party by the Tail, or to the extent that the Tail does not provide coverage to the affected Covered Party.