Certain Insurance Matters. (a) Arcelor and its Affiliates have maintained certain insurance coverage provided by third-party insurers (including product liability, stop loss, excess liability and umbrella coverage) for certain Liabilities arising out of occurrences prior to the Closing Date and relating to the Business (the “Insurance Coverage”). Arcelor agrees to take, at no cost to Arcelor, such action as may be reasonably necessary to maintain the Insurance Coverage after the Closing for Noble and not to voluntarily relinquish or terminate such Insurance Coverage. To the extent that any claim with respect to such Liabilities that arises out of any act, omission, occurrence, fact or circumstance existing or occurring prior to the Closing Date is made against Noble, any of its Affiliates, Arcelor or any of its Affiliates, and the Insurance Coverage by its terms applies to such claim (any such claim being an “Insurance Coverage Claim”), Arcelor shall submit such Insurance Coverage Claim upon becoming aware thereof to the insurer under the applicable insurance policy for potential payment and shall use commercially reasonable efforts to obtain the maximum recovery from the provider of the related Insurance Coverage. Noble shall reimburse Arcelor for any applicable administrative and processing fees or other costs and expenses imposed by the insurer and paid by Arcelor relating to Insurance Coverage Claims and the processing thereof, provided however, that no litigation shall be commenced against any such insurer relating to an Insurance Coverage Claim absent the prior written consent of Arcelor (which consent shall not be unreasonable withheld or delayed). In addition, Arcelor agrees to cooperate with Noble to make the benefits of the Insurance Coverage available to Noble (subject to the terms and conditions of such Insurance Coverage) and continue, from and after the Closing, to process such Insurance Coverage Claims in the ordinary course of business in substantially the same manner as similar claims were processed prior to the Closing Date. In the event that (i) Arcelor receives any proceeds of the Insurance Coverage with respect to any Insurance Coverage Claim thereunder and (ii) such claim has been paid by Xxxxx, Xxxxxxx shall promptly pay or reimburse Noble with respect to the amount so paid by Noble, net of any applicable administrative or processing fees or other costs and expenses of Arcelor relating thereto.
(b) With respect to Noble’s obligation to pay or reimburse Arcelor...
Certain Insurance Matters. (a) With respect to any Damages suffered by HY or any of its Subsidiaries after the Spin-Off Date relating to, resulting from or arising out of the conduct of HY’s business prior to the Spin-Off Date for which Parent or any of its Subsidiaries would be entitled to assert, or cause any other Person to assert, a claim for recovery under any policy of insurance maintained by Parent or for the benefit of Parent or any of its Subsidiaries in respect of HY’s business, Parent or any of its Subsidiaries, any product of HY’s business or any HY employee, at the request of HY, Parent will use commercially reasonable efforts to assert and administer, or to assist HY or any of its Subsidiaries to assert and administer, one or more claims under such policy of insurance covering such Damage if HY or any of its Subsidiaries is not itself entitled to assert such claim, and any recovery in respect thereof will be paid to the Party suffering such Damages; provided, however, that all of Parent’s reasonable out-of-pocket costs and expenses incurred in connection with the foregoing, including retroactive or other premium increases, are promptly reimbursed by HY. Notwithstanding the foregoing, Parent will have the sole right to administer all such claims in any manner and take any actions as it determines to be appropriate except to the extent any such administration or actions may adversely affect the availability of insurance coverage, the amount of any such coverage, the applicability of any coverage and/or the availability of future coverage or coverage limits with respect to HY or any of its Subsidiaries, in which case any administration or actions by Parent shall only be taken after consultation with, and consent of, HY. Nothing in this Section 4.5. will affect or modify or be deemed to affect or modify in any way any Party’s obligations under Article V of this Agreement.
(b) As of the Spin-Off Date, Parent and HY will each procure and maintain for not less than six years following the Spin-Off Date (the “Insurance Period”), policies of directors’ and officers’ liability insurance and fiduciary liability insurance of at least the same coverage and amounts, and containing terms and conditions which are no less advantageous to the directors and officers and fiduciaries or other trustees of either Parent or HY, with respect to claims arising out of or relating to events which occurred before or on the Spin-Off Date. Each of Parent and HY will cooperate with the other in the p...
Certain Insurance Matters. (a) The Sellers acknowledge that, pursuant to Section 2.1(a)(ii), the Buyer may at its option elect not to purchase any Insurance Assets and that, pursuant to Section 2.1(b), the Buyer may elect to purchase the Insurance Business through a Stock Sale of one or more of the Insurance Subsidiaries. To the extent that the Buyer does not elect to purchase the Insurance Business through a Stock Sale and (ii) the transfer to the Buyer of any of the Insurance Assets may not be made without (x) the consent or waiver of any other party to any such asset or of any other Person or (y) the approval of any Governmental Authority under the laws and regulations of the applicable jurisdictions in which the Insurance Business operates, or if such transfer would constitute a breach thereunder or otherwise violate applicable law (such consents, waivers and approvals, collectively, the "Insurance Approvals"), this Agreement shall not constitute an actual or attempted transfer of any such asset unless and until such consent, waiver or approval has been duly obtained or such transfer otherwise becomes lawful (such Insurance Assets included in the Purchased Assets and not transferred as a result of this Section 5.26, a "Non-Transferred Insurance Asset"; and the portion of the Insurance Business to which such Non-Transferred Insurance Assets relate, the "Non-Transferred Insurance Business"). Any portion of the Insurance Business that consists of a reinsurance business shall be transferred to the Buyer
through a reinsurance arrangement or novation and assumption (subject to the consent of the ceding insurers), as elected by the Buyer.
(b) If any Insurance Approvals referenced in Section 5.26(a) are not obtained prior to the Closing Date, and until the impracticalities of transfer referred to therein are resolved to the Buyer's satisfaction, the Sellers shall (i) provide or cause to be provided to the Buyer the Insurance Profits (as defined below) and other benefits earned or received by the Sellers in respect of the Non-Transferred Insurance Assets, (ii) cooperate in any arrangement, lawful as to both the Sellers and the Buyer, designed to provide such Insurance Profits and other benefits to the Buyer and (iii) enforce for the account of the Buyer any rights of the Sellers arising from the Non-Transferred Insurance Assets, in each case after consulting with and upon the advice and direction of the Buyer until the date such transfer may occur in compliance with Section 5.26(a) (with...
Certain Insurance Matters. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, the Company has not granted any ownership interests in the expiration and renewal rights with respect to Contracts with Clients.
(b) With respect to each Carrier for which the Company or any of its Subsidiaries exercises any underwriting authority, with, inter alia, the ability to bind coverage for an insured, the Company and its Subsidiaries are in material compliance with all underwriting guidelines and have not materially exceeded their respective underwriting authority to such extent that would give any Carrier a right to claim a material breach.
(c) To the Knowledge of the Company, except as would not reasonably be expected to be material to such Acquired Company, any Trust Cash held by an Acquired Company is held in a fiduciary capacity to meet the obligations of such Acquired Company, is held exclusively by such Acquired Company and is at least equal to the amounts required to be held in a fiduciary capacity pursuant to premium trust and other applicable Laws or pursuant to any Contracts. The Company and its Subsidiaries have, since December 31, 2020, operated in all material respects in accordance with fiduciary obligations applicable to Producers under all applicable Laws, and each of the Company and its Subsidiaries are in compliance in all respects with premium trust fund Laws in all jurisdictions in which the Company and its Subsidiaries operate, as applicable.
(d) Since December 31, 2020, except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, to the Knowledge of the Company, (i) each Producer who has Transacted for the Company or any of its Subsidiaries, at the time such Person Transacted for the Company or its Subsidiaries, was duly and appropriately licensed, authorized and appointed for the type of business Transacted by such Producer, in each case, to the extent required by Applicable Law and in the particular jurisdiction in which such Producer Transacted, (ii) there have been no violations by Producers of any Applicable Law in connection with any business Transacted for the Company or any of its Subsidiaries, including with respect to fictitious bids or quotes, material omissions or representations, conflicts of interest, churning, twisting, suitability, conservation, surrender, investment or allocation of funds, mar...
Certain Insurance Matters. (a) Prior to the Closing, each Seller shall, and shall cause its Affiliates to, maintain the Current Policies without any amendment or modification thereto that would be adverse, in any material respect, to the Business, or any Purchased Asset; provided that to the extent any Current Policy would expire prior to the Closing, each Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to cause such Current Policy to be extended or renewed by the existing carrier or replaced by a policy or bond providing substantially similar insurance coverage by an underwriter or underwriters rated by A.M. Best Company, Inc. as having a financial strength rating of at least “A- VII”. With respect to any loss, liability or damage relating to, resulting from or arising out of the conduct of the Business prior to the Closing which is an Assumed Liability, for which a Seller or any of its Affiliates would be entitled to assert, or cause any other Person to assert, a claim for recovery under any Policy, Seller Parent shall (i) at the request of Buyer Domestic, use its commercially reasonable efforts to assert, or cause to be asserted, one or more claims under such Policy covering such loss, liability or damage and, subject to the consummation of the Closing, pay all amounts received in respect of such claims (net of the cost and expenses incurred in obtaining such recovery) to Buyer Domestic, (ii) furnish, or cause to be furnished, to Buyer Domestic all records, information and testimony relating to such claim that are received or produced by Seller Parent or any of its Affiliates and (iii) consult with, and shall cause its Affiliates to consult with, Buyer Domestic prior to any negotiation of or proposal with respect to any claim settlement; provided that with respect to any claims related to products liability, Seller Parent shall obtain the prior written consent of Buyer Domestic (such consent not to be unreasonably withheld, conditioned or delayed) before Seller Parent or any of its Affiliates enters into any settlement with respect thereto if such settlement would reasonably be expected to prohibit or limit the ability of any Buyer Party or its successors or assigns to market, sell or distribute any Product or to operate the Business, it being understood that a settlement that results solely in a monetary payment by Sellers shall not require the consent of Buyer Domestic. For the avoidance of doubt, the parties hereto agree that all proceeds (...
Certain Insurance Matters. With respect to any Damages suffered by the EIS Group after the Spin-Off Date relating to, resulting from or arising out of the EIS Business prior to the Spin-Off Date for which a member of the EMC Group would be entitled to assert, or cause any other Person to assert, a claim for recovery under any policy of insurance maintained by EMC or for the benefit of the EMC Group or, with respect to time periods prior to the Spin-Off Date, the EIS Group in respect of the EIS Business, any product or service of EIS Business or any EIS Group employee, at the request of EIS International, EMC will use its commercially reasonable efforts to assert and administer, or to assist EIS International or any of its subsidiaries to assert and administer, one or more claims under such policy of insurance covering such Damage if EIS International or any of its subsidiaries is not itself entitled to assert such claim, and any recovery in respect thereof will be paid to the Party suffering such Damages; provided, however, that all of EMC’s costs and expenses incurred in connection with the foregoing, including retroactive or other premium matters, or any required deductible or retention amount, shall be paid directly by EIS International. Notwithstanding the foregoing, EMC will have the sole right to administer all such claims in any manner and take any actions as it deems fit. Following the Spin-Off Date, the EIS Group shall cease to be insured under any policy of insurance maintained by EMC or for the benefit of the EMC Group, and shall be required to replace such insurance coverage. Nothing in this Section 4.5 will affect or modify or be deemed to affect or modify in any way any Parties’ obligations under Article V of this Agreement.
Certain Insurance Matters. Upon written reasonable request from each Mezzanine Lender, Senior Lender shall request (to the extent consistent with the terms of the Senior Loan Documents), Borrower to obtain additional reasonable insurance coverage customarily being maintained for properties similar to the Premises, to the extent contemplated under Section 5.15 of the Senior Loan Agreement; provided, however, that if Borrower fails to provide such requested insurance coverage, Senior Lender shall not be required to declare an Event of Default or take any enforcement action against Borrower as a result of such failure.
Certain Insurance Matters. With respect to any Damages suffered by the Company after the Closing Date relating to, resulting from or arising out of the conduct of the Business prior to the Closing Date for which Transpro or any of its Affiliates would be entitled to assert, or cause any other Person to assert, a claim for recovery under any policy of insurance maintained by Transpro or for the benefit of Transpro or the Company or any of Transpro's Subsidiaries in respect of the Business, Transpro, the Company or any of Transpro's Subsidiaries, any product of the Business or any Company Employee, at the request of the Company, Transpro will use its reasonable efforts to assert, or to assist the Company to assert, one or more claims under such policy of insurance covering such Damage if the Company is not itself entitled to assert such claim, and any recovery in respect thereof will be paid to the party suffering such Damages; provided, however, that all of Transpro's out-of-pocket costs and expenses incurred in connection with the foregoing are promptly reimbursed by the Company. Nothing in this Section 10.7 will affect or modify or be deemed to affect or modify in any way Transpro's obligations under Article VIII of this Agreement.
Certain Insurance Matters. All insurance policies maintained by Dover for the benefit of Company shall terminate at the end of the Closing Date or on such other date as may be mutually agreed upon by both Buyer and Seller. Coverage for matters occurring prior to the Closing Date shall not be affected by such termination. If requested by Buyer , Dover, Seller, and Company agree to provide Buyer with copies of these policies and all relevant information relating thereto prior to the Closing Date and to reasonably assist Buyer with the timely renewal thereof.
Certain Insurance Matters. (a) The interest, if any, of the Company and the Subsidiaries as insureds under or beneficiaries or in any other capacity of Historical Risk Management Programs shall terminate effective as of the Closing Date except for any insurance proceeds payable in respect of any physical damage, destruction or loss specified in Section 3.5(ii). Except for any insurance proceeds payable in respect of any physical damage, destruction or loss specified in Section 3.5(ii), on or prior to the Closing Date, any and all rights, title and interests of the Company and the Subsidiaries, if any, to or under the Historical Risk Management Programs as insureds or beneficiaries or in any other capacity, including rights, title and interests to proceeds payable by such Historical Risk Management Programs and the rights, if any, to the Settlement Payments, shall be unconditionally and irrevocably assigned to UTC effective as of the Closing Date.
(b) Buyer hereby agrees to assume responsibility to pay or to cause the Company and the Subsidiaries to pay, or at UTC's option, promptly reimburse UTC for, and indemnify UTC against, any and all charges incurred by or assessed against UTC or the Company or the Subsidiaries arising out of or related to the Company's and the Subsidiaries' rights, title and interests in or under the Historical Risk Management Programs prior to the assignment to UTC pursuant to Section 5.13(a) including, without limitation, charges for premiums, including retrospective premiums adjustments, expenses, taxes, claims handling fees and expenses, letters of credit and other security instruments required by insurers, broker fees and expenses, defense or expense costs, deductibles, settlement payments, the satisfaction of any judgments arising out of any claims or occurrences and any other like charges, costs and expenses, including any such charges, costs and expenses relating to any insurance proceeds payable in respect of any physical damage, destruction or loss specified in Section 3.5(ii).
(c) Buyer agrees that UTC may, in the name of the Company and the Subsidiaries, but at UTC's sole cost and expense, pursue any action necessary or desirable to enforce the Settlement Agreements and that Buyer will and will cause the Company and the Subsidiaries to cooperate with UTC, at UTC's expense, in any such actions including, but not limited to, allowing UTC to prosecute such actions in the name of the Company and the Subsidiaries and the Buyer.
