OSH Group definition
Examples of OSH Group in a sentence
SHLD or OSH, as the case may be, shall have primary control over those Pre-Distribution Insurance Claims for which the SHLD Group or the OSH Group, respectively, bears the underlying loss, subject to the terms and conditions of the relevant policy of insurance governing such control.
Each member of the SHLD Group and OSH Group shall use reasonable best efforts to seek to collect or recover any Insurance Proceeds and any Third-Party Proceeds to which such Person is entitled in connection with any Liability for which such Person seeks indemnification pursuant to this Article VI; provided, however, that such Person’s inability to collect or recover any such Insurance Proceeds or Third-Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.
Any Insurance Proceeds received by the SHLD Group for members of the OSH Group shall be for the benefit of the OSH Group.
SHLD shall, and shall cause each member of the SHLD Group to, cooperate and assist the applicable member of the OSH Group with respect to such claims and shall arrange for the applicable member of the OSH Group to post any such collateral in respect of the reimbursement obligations as may reasonably be requested by the insurers.
SHLD shall not make, and shall not permit any other member of the SHLD Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against OSH or any other member of the OSH Group, or any other Person released pursuant to Section 5.01(b), with respect to any SHLD Liabilities released pursuant to Section 5.01(b).
If a member of the OSH Group is unable to assert a Pre-Distribution Insurance Claim because it is no longer an “insured” under a SHLD insurance policy, then SHLD shall assert such claim in its own name and deliver the Insurance Proceeds to OSH.
SHLD shall, and shall cause members of the SHLD Group to, reasonably cooperate with the individuals who acted as directors and officers of OSH (or members of the OSH Group) on or prior to the Distribution Date in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals.
Any Insurance Proceeds received for the benefit of both the SHLD Group and the OSH Group shall be distributed pro rata based on the respective share of the underlying loss.
With respect to policies currently procured by OSH for the sole benefit of the OSH Group, OSH shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided.
SHLD agrees that Pre-Distribution Insurance Claims of members of the OSH Group shall receive the same priority as Pre-Distribution Insurance Claims of members of the SHLD Group and be treated equitably in all respects, including in connection with deductibles, retentions, coinsurance and retrospective premium charges.