Handling of Prior Claims. Seller covenants and agrees to handle and resolve all claims, actions and suits brought by any person which relate to or arise out of the operation of the Business prior to the Effective Date (each, a "Prior Claim"), and shall cause its insurers to handle and resolve all Prior Claims, in each case, in a manner consistent with the historical policies and practices of Seller. Schedule 5.7 hereto lists all such Prior Claims as of the ------------ Effective Date. Seller shall deliver monthly reports describing the status of each Prior Claim to Purchaser until all Prior Claims have been finally resolved.
Handling of Prior Claims. Seller covenants and agrees to handle and resolve all claims, actions and suits, if any, brought by any Person which relate to or arise out of the operation of the Acquired Business prior to the Closing Date (each, a “Prior Claim”), and shall cause its insurers to handle and resolve all Prior Claims, if any, in each case in a manner consistent with the historical policies and practices of Seller. Section 7.7 of the Seller Disclosure Schedule sets forth a list of all such Prior Claims as of the Closing Date. Upon the request of Buyer, Seller shall deliver periodic reports describing the status of each Prior Claim, if any, to Buyer until all Prior Claims have been finally resolved.
Handling of Prior Claims. Except for the Assumed Liabilities, Seller covenants and agrees to handle and resolve all claims, actions and suits brought by any natural person, corporation, business trust, association, partnership, limited liability company, joint venture, governmental entity or any other entity (each, a “Person”) which relate to or arise in any way out of the operation of the Business prior to the Closing Date, including without limitation any claims under Seller’s general liability insurance, workers’ compensation insurance or any other Employee Welfare Benefit Plans (as such term is defined in Section 3(1) of ERISA) (each, a “Prior Claim”), and shall cause its insurers to handle and resolve all Prior Claims, in each case in a manner consistent with the historical policies and practices of Seller. Schedule 1.10 sets forth a list of all Prior Claims which are not finally resolved of which Seller has Knowledge as of the Closing Date. Seller shall deliver monthly reports describing the status of each Prior Claim to Purchaser until all Prior Claims have been finally resolved. “Knowledge” with respect to Seller means the actual knowledge of Xxxx X. Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxxx. “Knowledge” with respect to Purchaser means the actual knowledge of Xxxxxxx X. Xxxxxxxxxx, Xxxxx X. Xxxx and Xxxxxxx X. Xxxxx.
