Pre-Closing Matters means and includes the Pre-Closing Transactions together with any and all steps, acts, proceedings, tax filings, elections, agreements and other matters of any and every nature and kind whatsoever taken in connection with or in regard to the Pre-Closing Transactions and the implementation and completion thereof, in each case consistent with and in accordance with Schedule "G" annexed hereto to the extent therein dealt with, and, if the share purchase transaction provided for in Section 2.1 is not completed, all steps, acts, proceedings, tax filings, elections, agreements and other matters of any and every nature and kind whatsoever required to un-wind the Pre-Closing Transactions to the extent to which they had then been implemented; and
The Company shall not release, commute, buy-back, or otherwise eliminate the coverage available to any of the Purchased Assets under any occurrence based policy with respect to Pre-Closing Matters.
SECTION 5.6 Pre-Closing Restructuring Transactions; Other Pre-Closing Matters.
The date and time at which the Closing actually occurs is hereinafter referred to as the "Closing Date." Section 2.3 Pre-Closing Matters.
Upon the incurrence or accrual of any such liability, cost or expense relating to claims made under Sellers Insurance Policies with respect to Pre-Closing Matters and upon receipt from Seller Parent of a statement of the amount of such liabilities, costs and expenses in reasonable detail, from time to time, Purchaser shall make payment promptly to Seller Parent or its Affiliates of the amount indicated in such statement.
Purchaser shall provide prompt written notice to Seller Parent of any claim that Purchaser or its Affiliates intends to request Seller Parent and its Affiliates to submit under Sellers Insurance Policies with respect to Pre-Closing Matters.