Pre-Closing Claim means all Actions listed on Schedules 3.05 or 4.13 (or which should have been listed on such Schedules) and any other Actions to the extent pending or threatened with respect to or relating to the Members, the Company or their respective businesses arising from or relating to any act, omission, event or occurrence on or prior to the Closing Date.
Any Pre-Closing Claim shall be processed by Ford in the same manner and shall be given the same priority relative to other claims as if such claim had been made by Ford or one of its Affiliates.
Holdings (or its designee) will promptly remit to the Company any and all amounts recovered pursuant to Ford Insurance for any Pre-Closing Claim.
Seller (or its designee) will reasonably promptly remit to the Company any and all amounts recovered pursuant to Seller Insurance for any Pre-Closing Claim.
With respect to any Pre-Closing Claim identified in the quarterly loss run report referred to in clause (i) above or in any notice delivered pursuant to clause (ii) above, Parent shall have the right to consult with Buyer regarding the handling of such Pre-Closing Claim and Buyer agrees to consider Parent's views with respect thereto.
Notwithstanding the foregoing, Purchaser shall have no liability for any Pre-Closing Claim to the extent that coverage is provided under an insurance policy written by a third party not affiliated with Seller which covers Pre-Closing Claims.