Common use of Certain Insurance Matters Clause in Contracts

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 for any amounts described in this Section (the “Reimbursed Amounts”), Arcelor and Noble agree that (i) Arcelor will invoice Noble monthly for all Reimbursed Amounts paid or incurred by Arcelor with appropriate supporting details and (ii) Noble agrees to pay the amount reflected on each such invoice as promptly as practicable and in any event within ten days of receipt of the invoice with appropriate supporting details. (c) In the event that Noble or any or its Affiliates or representatives takes or fails to take any action that results in the Insurance Coverage not being available for any reason with respect to any Insurance Coverage Claim, then Arcelor’s obligations pursuant to this Section with respect to any such Insurance Coverage Claim shall immediately terminate and be of no further force and effect. (d) Noble expressly acknowledges and agrees that (i) in no event shall Arcelor be required to pay, or be held responsible for, any self-insured retention amount or deductible payable with respect to any Insurance Coverage Claim and (ii) Noble shall be responsible for all self-insured retention amounts and deductibles payable with respect to any Insurance Coverage Claim. Noble further acknowledges and agrees that Noble shall reimburse Arcelor for any self-insured retention amount or deductible described in this subsection (d) that is paid by Arcelor. (e) Noble acknowledges that, as of the Closing Date, Arcelor may remove the Business from the Insurance Coverage to the extent that the Insurance Coverage relates to periods arising at any time on or after the Closing Date. Accordingly, Noble acknowledges that no Insurance Coverage shall be available to Noble with respect to any injury, loss or damage that Noble, Noble BV, Noble LLC or any of the Group Members may suffer as a result of any act, omission, occurrence, fact or circumstance occurring with respect to the Business at any time on or after the Closing Date.

Certain Insurance Matters. The parties acknowledge that (a) Arcelor except as otherwise set forth herein, the insurance policies governing the Sellers and its Affiliates have maintained the Business will remain with Sellers following the Closing and (b) certain insurance of such policies are being assigned to the Purchaser pursuant to Section 2.1(b)(v) (the “Assigned Policies”); provided that, for the avoidance of doubt, after the Closing, Sellers shall retain coverage provided by third-party insurers (including product liability, stop loss, excess liability and umbrella coverage) for certain Liabilities arising out of thereunder with respect to occurrences affecting the Sellers or the Business 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 deductibles, self-insured retentions and policy limits thereof). Following the terms Closing Date, (i) Sellers shall be entitled to independently make and conditions of manage claims under such Insurance Coverage) and continueAssigned Policies arising from loss, 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 damage or casualty that occurred prior to the Closing Date. In the event that , and shall be entitled to negotiate, communicate and deal directly with brokers, insurers and claims adjusters in respect of such insurance (i) Arcelor receives any proceeds of the Insurance Coverage including with respect to any Insurance Coverage Claim thereunder settlement) and (ii) such any claim has been paid by Xxxxx, Xxxxxxx the insurers on such claims shall promptly pay or reimburse Noble be paid solely to the applicable Seller(s); provided that the Purchaser shall reasonably cooperate with respect to the amount so paid by Noblepreparation, net negotiation and resolution 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 claims made by any Seller under the Assigned Policies. At the Closing, the Purchaser shall reimburse Arcelor the Sellers for any amounts described in this Section (the “Reimbursed Amounts”), Arcelor and Noble agree that (i) Arcelor will invoice Noble monthly for all Reimbursed Amounts paid or incurred by Arcelor with appropriate supporting details and (ii) Noble agrees to pay the amount reflected on each such invoice as promptly as practicable and in any event within ten days of receipt portion of the invoice with appropriate supporting details. premiums Sellers paid for the Assigned Policies for the period beginning (cand including) the day after Closing Date through (and including) the date of expiration of such Assigned Policies. In addition, in support of (but not satisfaction of) the event that Noble or any or its Affiliates or representatives takes or fails to take any action that results in the Insurance Coverage not being available for any reason with respect to any Insurance Coverage Claim, then ArcelorPurchaser’s obligations pursuant to this Section 8.6(d), until the expiration of the Interim Period, Purchaser shall name the Sellers as additional insured parties on the Purchaser’s general liability and excess liability insurance policies with respect to any such Insurance Coverage Claim shall immediately terminate and be of no further force and effectthe Purchased Assets.” (d) Noble expressly acknowledges and agrees that (iSection 11.1(b) in no event shall Arcelor be required to pay, or be held responsible for, any self-insured retention amount or deductible payable with respect to any Insurance Coverage Claim and (ii) Noble shall be responsible for all self-insured retention amounts and deductibles payable with respect to any Insurance Coverage Claim. Noble further acknowledges and agrees that Noble shall reimburse Arcelor for any self-insured retention amount or deductible described in this subsection (d) that is paid by Arcelor. (e) Noble acknowledges that, as of the Closing Date, Arcelor may remove the Business from the Insurance Coverage Purchase Agreement is hereby amended to the extent that the Insurance Coverage relates to periods arising at any time on or after the Closing Date. Accordingly, Noble acknowledges that no Insurance Coverage shall be available to Noble with respect to any injury, loss or damage that Noble, Noble BV, Noble LLC or any of the Group Members may suffer and restated in its entirety as a result of any act, omission, occurrence, fact or circumstance occurring with respect to the Business at any time on or after the Closing Date.follows: “

Certain Insurance Matters. (a) Arcelor From and its Affiliates after the applicable Closing Date, the Properties, the Purchased Commercial Loans and the Purchased Entities shall cease to be insured by, have maintained certain access or availability to, be entitled to make claims on, be entitled to claim benefits from or seek coverage under any of the Seller Parties’ or any of their applicable Affiliates’ insurance coverage provided policies or any of their self-insured programs, other than (i) insurance policies or self-insurance programs procured directly for the Properties, the Purchased Commercial Loans or by third-party insurers and in the name of the Purchased Entities (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 “Available Insurance CoveragePolicies”). 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 (ii) with respect to such Liabilities that arises out of any claim, act, omission, occurrenceevent, fact circumstance, occurrence or circumstance existing loss that occurred or occurring existed prior to the applicable 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 ClaimTriggering Event”), 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 for any amounts described in this Section (At the “Reimbursed Amounts”), Arcelor and Noble agree that time of a Triggering Event: (i) Arcelor will invoice Noble monthly the Purchaser Parties or the Purchased Entities shall notify the Seller Parties’ Corporate Insurance departments of all such claims and/or efforts to seek benefits or coverage and shall cooperate with the Seller Parties’ or any of their applicable Affiliates’ in pursuing all such claims, provided that the Purchaser Parties and the Purchased Entities shall be solely responsible for notifying any and all Reimbursed Amounts paid insurance companies of such claims and complying with all policy conditions for such claims. In addition, the Purchaser Parties and the Purchased Entities shall pursue or cause to be pursued any rights of recovery against third parties with respect to Triggering Events and shall cooperate with the Seller Parties’ and their applicable Affiliates’ with respect to pursuit of such rights. The order of priority of any such recoveries shall inure first to the Seller Parties to reimburse any and all costs incurred by Arcelor with appropriate supporting details the Seller Parties directly or indirectly as a result of such claims or losses and then to the Available Insurance Policies; (ii) Noble agrees the Seller Parties and their applicable Affiliates shall have the right but not the duty to pay monitor and/or associate with coverage claims or requests for benefits asserted by the amount reflected on each Purchaser Parties or Purchased Entities under the Available Insurance Policies, including the coverage positions and arguments asserted therein, provided that the Purchaser Parties and the Purchased Entities (w) shall notify the Seller Parties in advance of such invoice as promptly as practicable and in any event within ten days of receipt coverage claims, (y) shall not, without the written consent of the invoice Seller Parties, erode, settle, release, commute or otherwise resolve disputes with appropriate supporting detailsrespect to Available Insurance Policies nor amend, modify or waive any rights under any such insurance policies and programs, and (z) shall not assign the Available Insurance Policies or any rights or claims under the Available Insurance Policies; and (iii) For avoidance of doubt, Available Insurance Policies shall not include any of the Seller Parties’ claims-made or occurrence-reported liability policies, the Seller Parties’ data privacy & network security, transit, and construction all risk insurance policies, and/or the Seller Parties’ nor any of their Affiliates’ aviation liability policies. (c) In Notwithstanding anything contained herein, the event that Noble Seller Parties and their Affiliates shall retain exclusive right to control all of its insurance policies and programs, including the Available Insurance Policies, and the benefits and amounts payable thereunder, including the right to exhaust, settle, release, commute, buy-back or any or its Affiliates or representatives takes or fails to take any action that results in the Insurance Coverage not being available for any reason otherwise resolve disputes with respect to any Insurance Coverage Claimof its insurance policies and programs and to waive any rights under any such insurance policies and programs, then Arcelor’s obligations pursuant notwithstanding whether any such policies or programs apply to this Section any Liabilities and/or claims any of the Purchaser Parties or any of Purchased Entities has made or could make in the future, including coverage claims with respect to Triggering Events, provided further that (i) the Purchaser Parties and Purchased Entities shall cooperate with the Seller Parties and their respective Affiliates and share such information as is reasonably necessary in order to permit the Seller Parties and their respective Affiliates to manage and conduct its insurance matters as the Seller Parties and their respective Affiliates deem appropriate, and (ii) each of the Purchaser Parties and Purchased Entities hereby gives consent for the Seller Parties and its Affiliates to inform any affected insurer of the provisions of this Section 5.28 and to provide such Insurance Coverage Claim shall immediately terminate and be of no further force and effectinsurer with a copy hereof. (d) Noble expressly acknowledges and agrees that (i) Nothing in no event shall Arcelor be required the agreement is intended to pay, waive or be held responsible for, abrogate in any self-insured retention amount way the Seller Parties or deductible payable with respect their Affiliates own rights to any Insurance Coverage Claim and (ii) Noble shall be responsible for all self-insured retention amounts and deductibles payable with respect to any Insurance Coverage Claim. Noble further acknowledges and agrees that Noble shall reimburse Arcelor insurance coverage for any self-insured retention amount or deductible described in this subsection (d) that is paid by Arcelor. (e) Noble acknowledges thatliability, as of the Closing Date, Arcelor may remove the Business from the Insurance Coverage whether relating to the extent that Properties, the Insurance Coverage relates to periods arising at any time on Purchased Commercial Loans, the Purchased Entities or after the Closing Date. Accordingly, Noble acknowledges that no Insurance Coverage shall be available to Noble with respect to any injury, loss or damage that Noble, Noble BV, Noble LLC or any of the Group Members may suffer as a result of any act, omission, occurrence, fact or circumstance occurring with respect to the Business at any time on or after the Closing Dateotherwise.

Certain Insurance Matters. (a) Arcelor From 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 applicable Closing Date, the Properties, the Purchased Commercial Loans and the Purchased Entities shall cease to be insured by, have access or availability to, be entitled to make claims on, be entitled to claim benefits from or seek coverage under any of the Seller Parties' or any of their applicable Affiliates' insurance policies or any of their self-insured programs, other than (i) insurance policies or self-insurance programs procured directly for Noble the Properties, the Purchased Commercial Loans or by and not to voluntarily relinquish or terminate such in the name of the Purchased Entities ("Available Insurance Coverage. To the extent that any claim Policies"), and (ii) with respect to such Liabilities that arises out of any claim, act, omission, occurrenceevent, fact circumstance, occurrence or circumstance existing loss that occurred or occurring existed prior to the applicable 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”"Triggering Event"), 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 for any amounts described in this Section (At the “Reimbursed Amounts”), Arcelor and Noble agree that time of a Triggering Event: -- \\DC - 088650/000238 - 6521921 v16 (i) Arcelor will invoice Noble monthly the Purchaser Parties or the Purchased Entities shall notify the Seller Parties' Corporate Insurance departments of all such claims and/or efforts to seek benefits or coverage and shall cooperate with the Seller Parties' or any of their applicable Affiliates' in pursuing all such claims, provided that the Purchaser Parties and the Purchased Entities shall be solely responsible for notifying any and all Reimbursed Amounts paid insurance companies of such claims and complying with all policy conditions for such claims. In addition, the Purchaser Parties and the Purchased Entities shall pursue or cause to be pursued any rights of recovery against third parties with respect to Triggering Events and shall cooperate with the Seller Parties' and their applicable Affiliates' with respect to pursuit of such rights. The order of priority of any such recoveries shall inure first to the Seller Parties to reimburse any and all costs incurred by Arcelor with appropriate supporting details the Seller Parties directly or indirectly as a result of such claims or losses and then to the Available Insurance Policies; (ii) Noble agrees the Seller Parties and their applicable Affiliates shall have the right but not the duty to pay monitor and/or associate with coverage claims or requests for benefits asserted by the amount reflected on each Purchaser Parties or Purchased Entities under the Available Insurance Policies, including the coverage positions and arguments asserted therein, provided that the Purchaser Parties and the Purchased Entities (w) shall notify the Seller Parties in advance of such invoice as promptly as practicable and in any event within ten days of receipt coverage claims, (y) shall not, without the written consent of the invoice Seller Parties, erode, settle, release, commute or otherwise resolve disputes with appropriate supporting detailsrespect to Available Insurance Policies nor amend, modify or waive any rights under any such insurance policies and programs, and (z) shall not assign the Available Insurance Policies or any rights or claims under the Available Insurance Policies; and (iii) For avoidance of doubt, Available Insurance Policies shall not include any of the Seller Parties' claims-made or occurrence-reported liability policies, the Seller Parties' data privacy & network security, transit, and construction all risk insurance policies, and/or the Seller Parties' nor any of their Affiliates' aviation liability policies. (c) In Notwithstanding anything contained herein, the event that Noble Seller Parties and their Affiliates shall retain exclusive right to control all of its insurance policies and programs, including the Available Insurance Policies, and the benefits and amounts payable thereunder, including the right to exhaust, settle, release, commute, buy-back or any or its Affiliates or representatives takes or fails to take any action that results in the Insurance Coverage not being available for any reason otherwise resolve disputes with respect to any Insurance Coverage Claimof its insurance policies and programs and to waive any rights under any such insurance policies and programs, then Arcelor’s obligations pursuant notwithstanding whether any such policies or programs apply to this Section any Liabilities and/or claims any of the Purchaser Parties or any of Purchased Entities has made or could make in the future, including coverage claims with respect to Triggering Events, provided further that (i) the Purchaser Parties and Purchased Entities shall cooperate with the Seller Parties and their respective Affiliates and share such information as is reasonably necessary in order to permit the Seller Parties and their respective Affiliates to manage and conduct its insurance matters as the Seller Parties and their respective Affiliates deem appropriate, and (ii) each of the Purchaser Parties and Purchased Entities hereby gives consent for the Seller Parties and its Affiliates to inform any affected insurer of the provisions of this Section 5.28 and to provide such Insurance Coverage Claim shall immediately terminate and be of no further force and effectinsurer with a copy hereof. (d) Noble expressly acknowledges and agrees that (i) Nothing in no event shall Arcelor be required the agreement is intended to pay, waive or be held responsible for, abrogate in any self-insured retention amount way the Seller Parties or deductible payable with respect their Affiliates own rights to any Insurance Coverage Claim and (ii) Noble shall be responsible for all self-insured retention amounts and deductibles payable with respect to any Insurance Coverage Claim. Noble further acknowledges and agrees that Noble shall reimburse Arcelor insurance coverage for any self-insured retention amount or deductible described in this subsection (d) that is paid by Arcelor. (e) Noble acknowledges thatliability, as of the Closing Date, Arcelor may remove the Business from the Insurance Coverage whether relating to the extent that Properties, the Insurance Coverage relates to periods arising at any time on Purchased Commercial Loans, the Purchased Entities or after the Closing Date. Accordingly, Noble acknowledges that no Insurance Coverage shall be available to Noble with respect to any injury, loss or damage that Noble, Noble BV, Noble LLC or any of the Group Members may suffer as a result of any act, omission, occurrence, fact or circumstance occurring with respect to the Business at any time on or after the Closing Dateotherwise.

Certain Insurance Matters. All insurance policies of the Seller or its subsidiaries (aother than the Company and the Company Subsidiaries) 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 in effect at any time on or prior to the Closing Date and relating to the Business (the “Seller 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 ClaimPolicies”), Arcelor together with all rights, benefits and privileges thereunder, 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 be retained 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, Seller from and after the Closing, to process such Insurance Coverage Claims in and the ordinary course of business in substantially Buyer, the same manner as similar claims were processed prior Company and Company Subsidiaries shall have no rights with respect thereto, except that, to the Closing Date. In extent (and only to the event that extent) permitted by the Seller Insurance Policies and insurers, the Seller hereby authorizes the Company and the Company Subsidiaries to: (ia) Arcelor receives assert claims (and Seller shall, at the Buyer’s expense, use commercially reasonable efforts to assist the Buyer in asserting claims) for any proceeds of the Insurance Coverage Losses with respect to any claims under Seller Insurance Coverage Claim thereunder and (ii) such claim has been paid by XxxxxPolicies with third-party insurers, Xxxxxxx shall promptly pay or reimburse Noble which are “occurrence basis” policies which provide coverage with respect to the amount so paid by Noble, net Company and the Company Subsidiaries (“Occurrence Basis Policies”) arising out 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 for any amounts described in this Section (insured incidents occurring from the “Reimbursed Amounts”), Arcelor and Noble agree that (i) Arcelor will invoice Noble monthly for all Reimbursed Amounts paid or incurred by Arcelor with appropriate supporting details and (ii) Noble agrees to pay the amount reflected on each such invoice as promptly as practicable and in any event within ten days of receipt of the invoice with appropriate supporting details. (c) In the event that Noble or any or its Affiliates or representatives takes or fails to take any action that results in the Insurance Coverage not being available for any reason with respect to any Insurance Coverage Claim, then Arcelor’s obligations pursuant to this Section with respect to any such Insurance Coverage Claim shall immediately terminate and be of no further force and effect. (d) Noble expressly acknowledges and agrees that (i) in no event shall Arcelor be required to pay, or be held responsible for, any self-insured retention amount or deductible payable with respect to any Insurance Coverage Claim and (ii) Noble shall be responsible for all self-insured retention amounts and deductibles payable with respect to any Insurance Coverage Claim. Noble further acknowledges and agrees that Noble shall reimburse Arcelor for any self-insured retention amount or deductible described in this subsection (d) that is paid by Arcelor. (e) Noble acknowledges that, as of date coverage thereunder first commenced until the Closing Date, Arcelor may remove the Business from the Insurance Coverage to the extent that the terms and conditions of any such Occurrence Basis Policies and any Contracts related thereto so allow; and (b) continue to prosecute claims (and the Seller shall, at the Buyer’s expense, use commercially reasonable efforts to assist the Buyer in connection therewith) for any Losses with respect to claims properly asserted with the insurance carrier prior to the Closing under such Seller Insurance Coverage relates Policies with third-party insurers, which are “claims made basis” policies and which provide coverage with respect to periods the Company and the Company Subsidiaries (“Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Closing to the extent that the terms and conditions of any such Claims Made Policies and any Contracts related thereto so allow; provided, that, in the case of each of clauses (a) and (b) above: (i) the Buyer shall bear and shall promptly repay or reimburse the Seller for all reasonable out-of-pocket costs incurred by any member of the Parent Group associated with any claims made by any member of the Company Group, including any expenses, costs of filing a claim, arbitration costs, deductibles resulting from or allocable to any such claim made by any member of the Company Group and such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, premium amounts paid, retentions, self-insurance provisions or any payment or reimbursement obligations of the Seller or its Affiliates in respect thereof; (ii) such claims will be subject to exhaustion of aggregate limits; and (iii) any recoveries with respect to the matters set forth on Schedule 8.10 of the Company Disclosure Schedule (the “Seller Retained Insurance Claims”) shall be solely and exclusively retained by the Seller (and the Buyer shall, at any time on the Seller’s expense, use commercially reasonable efforts to cooperate and assist the Seller in recovering under such policies with respect to, such claims). Notwithstanding anything to the contrary, in the event that the Parent Group and the Company Group have competing claims under an Occurrence Basis Policy or Claims Made Policy and there are insufficient coverage limits remaining under such policy, then Parent Group shall have first right of access to the remaining insurance limits. Promptly following receipt thereof, the Seller shall deliver to the Buyer all proceeds received under the Seller Insurance Policies with respect to such claims (excluding the Seller Retained Insurance Claims) made in respect of the Company or the Company Subsidiaries pursuant to this provision and the Buyer shall deliver to the Seller all proceeds received under the Seller Insurance Policies with respect to the Seller Retained Insurance Claims. Except to the extent set forth herein, Buyer will be solely responsible for acquiring and placing insurance policies to provide coverage for the Company and the Company Subsidiaries from and after the Closing DateClosing. AccordinglyNo covenant or agreement by any party hereto to indemnify any other party hereto shall release, Noble acknowledges that no Insurance Coverage shall or be available deemed to Noble release, any insurer with respect to any injuryclaim made under any Seller Insurance Policy, loss or damage that Noble, Noble BV, Noble LLC or nor shall the inclusion of this provision be deemed to limit in any way the indemnification obligations of the Group Members may suffer as a result of parties under this Agreement. Notwithstanding the foregoing, the term Seller Insurance Policies shall not include any act, omission, occurrence, fact insurance policies used to fund or circumstance occurring with respect to the Business at otherwise provide benefits under any time on or after the Closing DateEmployee Benefit Plan.

Certain Insurance Matters. Seller shall maintain, and shall not ------------------------- take any steps to prospectively or retrospectively cancel, buy-out or remove the Business or Seller as an additional named insured from (ai) Arcelor any and its Affiliates have maintained certain all Business Policies providing insurance coverage provided by third-party insurers (including product liability, stop loss, excess liability and umbrella coverage) for certain Liabilities arising out of occurrences all periods 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 actevents, omission, occurrence, fact occurrences or circumstance existing or matters 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 "Occurrence-Based Business Policies") (any such claim being an “Insurance Coverage Claim”), Arcelor shall submit such Insurance Coverage Claim upon becoming aware thereof subject in each case to the insurer under the applicable insurance policy for potential payment ----------------------------------- deductibles, limits 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 Coveragepolicies) or (ii) any and continueall Business Policies providing insurance coverage with respect to liabilities that constitute Excluded Liabilities pursuant to Section 1.1(e)(ii) (the "Claims-Made Business Policies") (subject in each case to the deductibles, from ----------------------------- limits and after other terms and conditions of such policies). Seller shall take such actions as necessary to amend (I) the ClosingOccurrence-Based Business Policies so that they continue to cover such events, to process such Insurance Coverage Claims in the ordinary course of business in substantially the same manner as similar claims were processed occurrences or matters that occur prior to the Closing Date. In for claims reported after the event Closing and (II) the Claims-Made Business Policies so that (i) Arcelor receives any proceeds they continue to cover the liabilities that constitute Excluded Liabilities pursuant to Section 1.1(e)(ii), including in each case the naming of the Insurance Coverage Business as a covered discontinued operation if necessary in order to preserve such insurance coverage. Seller shall cooperate with respect Buyer in using commercially reasonable efforts to any Insurance Coverage Claim thereunder make 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 for any amounts described in this Section (the “Reimbursed Amounts”), Arcelor and Noble agree that (i) Arcelor will invoice Noble monthly for all Reimbursed Amounts paid or incurred by Arcelor with appropriate supporting details and (ii) Noble agrees to pay the amount reflected on each such invoice as promptly as practicable and in any event within ten days of receipt of the invoice with appropriate supporting details. (c) In the event that Noble or any or its Affiliates or representatives takes or fails to take any action that results in the Insurance Coverage not being available for any reason with respect to any Insurance Coverage Claim, then Arcelor’s obligations pursuant to this Section with respect to any such Insurance Coverage Claim shall immediately terminate and be of no further force and effect. (d) Noble expressly acknowledges and agrees that (i) in no event shall Arcelor be required to pay, or be held responsible for, any self-insured retention amount or deductible payable with respect to any Insurance Coverage Claim and (ii) Noble shall be responsible for all self-insured retention amounts and deductibles payable with respect to any Insurance Coverage Claim. Noble further acknowledges and agrees that Noble shall reimburse Arcelor for any self-insured retention amount or deductible described in this subsection (d) that is paid by Arcelor. (e) Noble acknowledges that, as of the Closing Date, Arcelor may remove pursue claims under the Business from the Insurance Coverage Policies and, to the extent applicable to the foregoing, under any prior policies, including any that the Insurance Coverage relates were acquired by any entity acquired by Seller or an entity that sold an entity to periods arising at any time on or after the Closing DateSeller. Accordingly, Noble acknowledges that no Insurance Coverage Buyer shall be available entitled to Noble with the benefit of, and Seller shall pay to Buyer, any amounts and/or recoveries received by Seller under any Business Policies and other insurance policy in respect to any injury, loss or damage that Noble, Noble BV, Noble LLC or any of the Group Members may suffer as a result of any act, omission, occurrence, fact Acquired Assets or circumstance occurring with respect Assumed Liabilities (subject to the deductibles, limits and other terms and conditions of such policies). Nothing in this Agreement shall be construed to eliminate Seller's rights to coverage and to make claims under the Business at Policies and any time on other policies for any events, occurrences or after the Closing Datematters which, except for this Agreement, would have been covered by those policies, including but not limited to Buyer's assumption of liabilities hereunder.

Certain Insurance Matters. (a) Arcelor Seller shall maintain, and its Affiliates have maintained certain shall not take any steps to prospectively or retrospectively cancel, buy-out or remove ATEC as an additional named insured from, any and all liability insurance policies providing coverage provided by third-party insurers (including product liability, stop loss, excess liability and umbrella coverage) for certain Liabilities arising out of occurrences all periods 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 actevents, omission, occurrence, fact occurrences or circumstance existing or matters occurring prior to the Closing Date is made against Noble(the "Occurrence-Based Insurance Policies") (subject in each case to the deductibles, limits and other terms and conditions of such policies). Subject to Section 9.6, Purchaser shall be entitled to the benefit of, and Seller shall pay to Purchaser, any amounts and/or recoveries received by Seller under any Occurrence-Based Insurance Policies in respect of any liabilities of ATEC covered by such policies (subject to the deductibles, limits and other terms and conditions of such policies). If Purchaser becomes aware of any such liabilities, Purchaser shall promptly notify Seller thereof in writing. Seller shall have the right, but not the obligation, to file and administer all claims under the Occurrence Based Policies with respect to any such liabilities. If Seller (i) does not provide Purchaser with written notice of its Affiliatesintent to exercise this option within ten (10) days after receipt of notice of such claim from Purchaser or (ii) fails to file a claim in respect thereof within twenty (20) days of receipt of notice of such claim from Purchaser, Arcelor or any of its Affiliatesthen Purchaser shall have the right, but not the obligation, to file and administer the claim under the Occurrence-Based Insurance Coverage by its terms applies Policies with respect to such liability, and, in connection therewith, Seller hereby covenants and agrees to issue or cause to be issued powers of attorney and any other necessary document to Purchaser to enable Purchaser to file and/or administer such claim. Notwithstanding the foregoing, Purchaser shall not have the right to settle any 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 Occurrence-Based 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 Policies without the prior written consent of Arcelor (Seller, which consent shall not unreasonably 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 for any amounts described in this Section (the “Reimbursed Amounts”), Arcelor and Noble agree that (i) Arcelor will invoice Noble monthly for all Reimbursed Amounts paid or incurred by Arcelor with appropriate supporting details and (ii) Noble agrees to pay the amount reflected on each such invoice as promptly as practicable and in any event within ten days of receipt of the invoice with appropriate supporting details. (c) In the event that Noble or any or its Affiliates or representatives takes or fails to take any action that results in the Insurance Coverage not being available for any reason with respect to any Insurance Coverage Claim, then Arcelor’s obligations pursuant to this Section with respect to any such Insurance Coverage Claim shall immediately terminate and be of no further force and effect. (d) Noble expressly acknowledges and agrees that (i) in no event shall Arcelor be required to pay, or be held responsible for, any self-insured retention amount or deductible payable with respect to any Insurance Coverage Claim and (ii) Noble shall be responsible for all self-insured retention amounts and deductibles payable with respect to any Insurance Coverage Claim. Noble further acknowledges and agrees that Noble shall reimburse Arcelor for any self-insured retention amount or deductible described in this subsection (d) that is paid by Arcelor. (e) Noble acknowledges that, as of the Closing Date, Arcelor may remove the Business from the Insurance Coverage to the extent that the Insurance Coverage relates to periods arising at any time on or after the Closing Date. Accordingly, Noble acknowledges that no Insurance Coverage shall be available to Noble with respect to any injury, loss or damage that Noble, Noble BV, Noble LLC or any of the Group Members may suffer as a result of any act, omission, occurrence, fact or circumstance occurring with respect to the Business at any time on or after the Closing Date.

Certain Insurance Matters. Seller shall maintain, and shall not take any steps to prospectively or retrospectively cancel, buy-out or remove the Business or Seller as an additional named insured from (ai) Arcelor any and its Affiliates have maintained certain all Business Policies providing insurance coverage provided by third-party insurers (including product liability, stop loss, excess liability and umbrella coverage) for certain Liabilities arising out of occurrences all periods 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 actevents, omission, occurrence, fact occurrences or circumstance existing or matters 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 "Occurrence-Based Business Policies") (any such claim being an “Insurance Coverage Claim”), Arcelor shall submit such Insurance Coverage Claim upon becoming aware thereof subject in each case to the insurer under the applicable insurance policy for potential payment deductibles, limits 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 Coveragepolicies) or (ii) any and continueall Business Policies providing insurance coverage with respect to liabilities that constitute Excluded Liabilities pursuant to Section 1.1(e)(ii) (the "Claims-Made Business Policies") (subject in each case to the deductibles, from limits and after other terms and conditions of such policies). Seller shall take such actions as necessary to amend (I) the ClosingOccurrence-Based Business Policies so that they continue to cover such events, to process such Insurance Coverage Claims in the ordinary course of business in substantially the same manner as similar claims were processed occurrences or matters that occur prior to the Closing Date. In for claims reported after the event Closing and (II) the Claims-Made Business Policies so that (i) Arcelor receives any proceeds they continue to cover the liabilities that constitute Excluded Liabilities pursuant to Section 1.1(e)(ii), including in each case the naming of the Insurance Coverage Business as a covered discontinued operation if necessary in order to preserve such insurance coverage. Seller shall cooperate with respect Buyer in using commercially reasonable efforts to any Insurance Coverage Claim thereunder make 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 for any amounts described in this Section (the “Reimbursed Amounts”), Arcelor and Noble agree that (i) Arcelor will invoice Noble monthly for all Reimbursed Amounts paid or incurred by Arcelor with appropriate supporting details and (ii) Noble agrees to pay the amount reflected on each such invoice as promptly as practicable and in any event within ten days of receipt of the invoice with appropriate supporting details. (c) In the event that Noble or any or its Affiliates or representatives takes or fails to take any action that results in the Insurance Coverage not being available for any reason with respect to any Insurance Coverage Claim, then Arcelor’s obligations pursuant to this Section with respect to any such Insurance Coverage Claim shall immediately terminate and be of no further force and effect. (d) Noble expressly acknowledges and agrees that (i) in no event shall Arcelor be required to pay, or be held responsible for, any self-insured retention amount or deductible payable with respect to any Insurance Coverage Claim and (ii) Noble shall be responsible for all self-insured retention amounts and deductibles payable with respect to any Insurance Coverage Claim. Noble further acknowledges and agrees that Noble shall reimburse Arcelor for any self-insured retention amount or deductible described in this subsection (d) that is paid by Arcelor. (e) Noble acknowledges that, as of the Closing Date, Arcelor may remove pursue claims under the Business from the Insurance Coverage Policies and, to the extent applicable to the foregoing, under any prior policies, including any that the Insurance Coverage relates were acquired by any entity acquired by Seller or an entity that sold an entity to periods arising at any time on or after the Closing DateSeller. Accordingly, Noble acknowledges that no Insurance Coverage Buyer shall be available entitled to Noble with the benefit of, and Seller shall pay to Buyer, any amounts and/or recoveries received by Seller under any Business Policies and other insurance policy in respect to any injury, loss or damage that Noble, Noble BV, Noble LLC or any of the Group Members may suffer as a result of any act, omission, occurrence, fact Acquired Assets or circumstance occurring with respect Assumed Liabilities (subject to the deductibles, limits and other terms and conditions of such policies). Nothing in this Agreement shall be construed to eliminate Seller's rights to coverage and to make claims under the Business at Policies and any time on other policies for any events, occurrences or after the Closing Datematters which, except for this Agreement, would have been covered by those policies, including but not limited to Buyer's assumption of liabilities hereunder.

Certain Insurance Matters. (a) Arcelor Until the later of (x) the Closing and (y) the date on which the applicable Tail Policy becomes effective, Seller shall, and shall cause its Affiliates have maintained certain insurance to, maintain in effect the coverage provided by third-party insurers (including product liabilitywith respect to the Business and the Purchased Assets through its existing directors & officers, stop lossemployment practices liability insurance, excess fiduciary liability insurance and umbrella coverage) for certain Liabilities arising out of occurrences cyber liability insurance, in full force and effect and, prior to the Closing Date and relating Closing, promptly report to the Business (the “Insurance Coverage”). Arcelor agrees to takeapplicable insurance provider all acts, at no cost to Arcelorfacts, such action as may be reasonably necessary to maintain the Insurance Coverage after the Closing for Noble and not to voluntarily relinquish circumstances 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 omissions occurring prior to the 51 Closing Date is made against Noble, any of its Affiliates, Arcelor which Seller 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 DateAffiliates becomes aware. In the event that (iSeller is unable to maintain such coverage in the manner described in the first sentence of this ‎Section 5.07(a) Arcelor receives for any proceeds reason and for any amount of the Insurance Coverage with respect to any Insurance Coverage Claim thereunder and (ii) such claim has been paid by Xxxxxtime, Xxxxxxx Seller shall promptly pay notify Buyer in writing and each of Buyer and Seller shall cooperate, in good faith and at Seller’s sole expense (it being understood and agreed that all such expenses shall be deemed to be Seller Transaction Expenses), to determine and effectuate a mutually agreeable arrangement under which Buyer or reimburse Noble any of its Affiliates would obtain coverage substantially similar in nature to the coverage contemplated by the first sentence of this ‎Section 5.07(a) with respect to the amount so paid by Noble, net Business and Purchased Assets for the period specified in the first sentence of any applicable administrative or processing fees or other costs and expenses of Arcelor relating theretothis ‎Section 5.07(a). (b) With At or prior to the Closing, Seller shall purchase, at Sellers’ expense, an extended reporting period endorsement under its existing directors & officers, employment practices liability insurance, fiduciary liability insurance and cyber liability insurance coverage with respect to Noble’s obligation the Business and the Purchased Assets in a form reasonably acceptable to pay or reimburse Arcelor for any amounts described in this Section the Buyer (collectively, the “Reimbursed AmountsTail Policies”)) that shall provide coverage for at least six years following the Closing of not less than the existing coverage and have other terms not materially less favorable to the directors & officers, Arcelor employment practices liability insurance, fiduciary liability insurance and Noble cyber liability insurance coverage presently maintained by Seller. Seller shall provide access to the Tail Policies upon request by Buyer, and Buyer shall maintain the Tail Policies in full force and effect, and continue to honor the obligations thereunder. Sellers agree that (i) Arcelor will invoice Noble monthly to bear all premium payments for all Reimbursed Amounts paid or incurred by Arcelor with appropriate supporting details and (ii) Noble agrees to pay the amount reflected on each Tail Policies. For the avoidance of doubt, such invoice premium payments shall be treated as promptly as practicable and in any event within ten days of receipt of the invoice with appropriate supporting detailsSeller Transaction Expenses. (c) In After the event that Noble Closing, Seller shall not release, commute, buy-back or any otherwise eliminate (whether in whole or its Affiliates or representatives takes or fails to take any action that results in part) insurance coverage under the Insurance Coverage not being available for any reason Tail Policies with respect to any Insurance Coverage Claimevents, then Arcelor’s obligations pursuant to this Section with respect to any such Insurance Coverage Claim shall immediately terminate and be acts, errors, accidents, omissions, incidents, injuries or other forms of no further force and effect. (d) Noble expressly acknowledges and agrees that (i) in no event shall Arcelor be required to pay, or be held responsible for, any self-insured retention amount or deductible payable with respect to any Insurance Coverage Claim and (ii) Noble shall be responsible for all self-insured retention amounts and deductibles payable with respect to any Insurance Coverage Claim. Noble further acknowledges and agrees that Noble shall reimburse Arcelor for any self-insured retention amount or deductible described in this subsection (d) that is paid by Arcelor. (e) Noble acknowledges that, as of the Closing Date, Arcelor may remove the Business from the Insurance Coverage occurrences to the extent relating to the Business or the properties, assets, business, operations, employees, officers or directors of the Business or Seller that, in each case, occur prior to the Closing. For the avoidance of doubt, the parties hereto agree that the Insurance Coverage relates to periods arising at any time on or after the Closing Date. Accordingly, Noble acknowledges that no Insurance Coverage shall be available to Noble with respect to any injury, loss or damage that Noble, Noble BV, Noble LLC all proceeds received by Seller or any of its Affiliates from insurance policies for losses in respect of the Group Members may suffer as a result of Business or any act, omission, occurrence, fact or circumstance Purchased Asset occurring with respect prior to the Business at any time on or after Closing, shall constitute Purchased Assets to the extent such proceeds are not expended prior to the Closing Dateby Seller or any of its Affiliates to restore or replace the Purchased Assets to which such losses relate.