Common use of Certain Insurance Matters Clause in Contracts

Certain Insurance Matters. The parties acknowledge that (a) except as otherwise set forth herein, the insurance policies governing the Sellers and the Business will remain with Sellers following the Closing and (b) certain 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 thereunder with respect to occurrences affecting the Sellers or the Business prior to the Closing Date (subject to deductibles, self-insured retentions and policy limits thereof). Following the Closing Date, (i) Sellers shall be entitled to independently make and manage claims under such Assigned Policies arising from loss, damage or casualty that occurred prior to the Closing Date, and shall be entitled to negotiate, communicate and deal directly with brokers, insurers and claims adjusters in respect of such insurance (including with respect to settlement) and (ii) any claim paid by the insurers on such claims shall be paid solely to the applicable Seller(s); provided that the Purchaser shall reasonably cooperate with respect to the preparation, negotiation and resolution of any claims made by any Seller under the Assigned Policies. At the Closing, the Purchaser shall reimburse the Sellers for the portion of the premiums Sellers paid for the Assigned Policies for the period beginning (and 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 Purchaser’s obligations pursuant to 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 the Purchased Assets.”

Certain Insurance Matters. The parties acknowledge that (a) except as otherwise set forth hereinSeller shall maintain, the insurance policies governing the Sellers and shall not take any steps to prospectively or retrospectively cancel, buy-out or remove the Business will remain or Seller as an additional named insured from (i) any and all Business Policies providing insurance coverage for all periods prior to the Closing with Sellers following respect to any events, occurrences or matters occurring prior to the Closing (the "Occurrence-Based Business Policies") (subject in each case to the deductibles, limits and other terms and conditions of such policies) or (ii) any and all 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, limits and other terms and conditions of such policies). Seller shall take such actions as necessary to amend (I) the Occurrence-Based Business Policies so that they continue to cover such events, occurrences or matters that occur prior to the Closing for claims reported after the Closing and (bII) certain of such policies are being assigned the Claims-Made Business Policies so that they continue to cover the Purchaser liabilities that constitute Excluded Liabilities pursuant to Section 2.1(b)(v) (1.1(e)(ii), including in each case the “Assigned Policies”); provided that, for the avoidance naming of doubt, after the Closing, Sellers shall retain coverage thereunder with respect to occurrences affecting the Sellers or the Business prior as a covered discontinued operation if necessary in order to preserve such insurance coverage. Seller shall cooperate with Buyer in using commercially reasonable efforts to make and pursue claims under the Business Policies and, to the Closing Date (subject extent applicable to deductiblesthe foregoing, self-insured retentions and policy limits thereof)under any prior policies, including any that were acquired by any entity acquired by Seller or an entity that sold an entity to Seller. Following the Closing Date, (i) Sellers Buyer shall be entitled to independently make and manage claims under such Assigned Policies arising from loss, damage or casualty that occurred prior to the Closing Datebenefit of, and Seller shall be entitled pay to negotiateBuyer, communicate any amounts and/or recoveries received by Seller under any Business Policies and deal directly with brokers, insurers and claims adjusters other insurance policy in respect of any Acquired Assets or Assumed Liabilities (subject to the deductibles, limits and other terms and conditions of such insurance (including with respect to settlement) and (ii) any claim paid by the insurers on such claims policies). Nothing in this Agreement shall be paid solely construed to the applicable Seller(s); provided that the Purchaser shall reasonably cooperate with respect eliminate Seller's rights to the preparation, negotiation coverage and resolution of any to make claims made by any Seller under the Assigned Policies. At the ClosingBusiness Policies and any other policies for any events, the Purchaser shall reimburse the Sellers occurrences or matters which, except for the portion of the premiums Sellers paid for the Assigned Policies for the period beginning (and including) the day after Closing Date through (and including) the date of expiration of such Assigned Policies. In additionthis Agreement, in support of (would have been covered by those policies, including but not satisfaction of) the Purchaser’s obligations pursuant limited to Section 8.6(d), until the expiration Buyer's assumption 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 the Purchased Assetsliabilities hereunder.”

Certain Insurance Matters. The parties acknowledge that (a) except as otherwise set forth hereinSeller shall maintain, the insurance policies governing the Sellers and shall not ------------------------- take any steps to prospectively or retrospectively cancel, buy-out or remove the Business will remain or Seller as an additional named insured from (i) any and all Business Policies providing insurance coverage for all periods prior to the Closing with Sellers following respect to any events, occurrences or matters occurring prior to the Closing (the "Occurrence-Based Business Policies") (subject in each case to the ----------------------------------- deductibles, limits and other terms and conditions of such policies) or (ii) any and all 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, ----------------------------- limits and other terms and conditions of such policies). Seller shall take such actions as necessary to amend (I) the Occurrence-Based Business Policies so that they continue to cover such events, occurrences or matters that occur prior to the Closing for claims reported after the Closing and (bII) certain of such policies are being assigned the Claims-Made Business Policies so that they continue to cover the Purchaser liabilities that constitute Excluded Liabilities pursuant to Section 2.1(b)(v) (1.1(e)(ii), including in each case the “Assigned Policies”); provided that, for the avoidance naming of doubt, after the Closing, Sellers shall retain coverage thereunder with respect to occurrences affecting the Sellers or the Business prior as a covered discontinued operation if necessary in order to preserve such insurance coverage. Seller shall cooperate with Buyer in using commercially reasonable efforts to make and pursue claims under the Business Policies and, to the Closing Date (subject extent applicable to deductiblesthe foregoing, self-insured retentions and policy limits thereof)under any prior policies, including any that were acquired by any entity acquired by Seller or an entity that sold an entity to Seller. Following the Closing Date, (i) Sellers Buyer shall be entitled to independently make and manage claims under such Assigned Policies arising from loss, damage or casualty that occurred prior to the Closing Datebenefit of, and Seller shall be entitled pay to negotiateBuyer, communicate any amounts and/or recoveries received by Seller under any Business Policies and deal directly with brokers, insurers and claims adjusters other insurance policy in respect of any Acquired Assets or Assumed Liabilities (subject to the deductibles, limits and other terms and conditions of such insurance (including with respect to settlement) and (ii) any claim paid by the insurers on such claims policies). Nothing in this Agreement shall be paid solely construed to the applicable Seller(s); provided that the Purchaser shall reasonably cooperate with respect eliminate Seller's rights to the preparation, negotiation coverage and resolution of any to make claims made by any Seller under the Assigned Policies. At the ClosingBusiness Policies and any other policies for any events, the Purchaser shall reimburse the Sellers occurrences or matters which, except for the portion of the premiums Sellers paid for the Assigned Policies for the period beginning (and including) the day after Closing Date through (and including) the date of expiration of such Assigned Policies. In additionthis Agreement, in support of (would have been covered by those policies, including but not satisfaction of) the Purchaser’s obligations pursuant limited to Section 8.6(d), until the expiration Buyer's assumption 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 the Purchased Assetsliabilities hereunder.”

Certain Insurance Matters. The parties acknowledge that (a) except Seller shall maintain, and shall not take any steps to prospectively or retrospectively cancel, buy-out or remove ATEC as otherwise set forth hereinan additional named insured from, the any and all liability insurance policies governing the Sellers and the Business will remain with Sellers following the Closing and (b) certain of such policies are being assigned to the Purchaser pursuant to Section 2.1(b)(v) (the “Assigned Policies”); provided that, providing coverage for the avoidance of doubt, after the Closing, Sellers shall retain coverage thereunder with respect to occurrences affecting the Sellers or the Business all periods prior to the Closing Date with respect to any events, occurrences or matters occurring prior to the Closing (the "Occurrence-Based Insurance Policies") (subject in each case to the deductibles, self-insured retentions limits and policy limits thereofother terms and conditions of such policies). Following the Closing DateSubject to Section 9.6, (i) Sellers Purchaser shall be entitled to independently make and manage claims under such Assigned Policies arising from loss, damage or casualty that occurred prior to the Closing Datebenefit of, and Seller shall be entitled pay to negotiatePurchaser, communicate and deal directly with brokers, insurers and claims adjusters any amounts and/or recoveries received by Seller under any Occurrence-Based Insurance Policies in respect of any liabilities of ATEC covered by such insurance policies (including 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 settlementany such liabilities. If Seller (i) and does not provide Purchaser with written notice of its intent to exercise this option within ten (10) days after receipt of notice of such claim from Purchaser or (ii) any fails to file a claim paid by the insurers on in respect thereof within twenty (20) days of receipt of notice of such claims shall be paid solely to the applicable Seller(s); provided that the claim from Purchaser, then Purchaser shall reasonably cooperate have the right, but not the obligation, to file and administer the claim under the Occurrence-Based Insurance Policies with respect to the preparationsuch liability, negotiation and resolution of any claims made by any Seller under the Assigned Policies. At the Closing, the Purchaser shall reimburse the Sellers for the portion of the premiums Sellers paid for the Assigned Policies for the period beginning (and including) the day after Closing Date through (and including) the date of expiration of such Assigned Policies. In additionand, in support connection therewith, Seller hereby covenants and agrees to issue or cause to be issued powers of (but not satisfaction of) attorney and any other necessary document to Purchaser to enable Purchaser to file and/or administer such claim. Notwithstanding the Purchaser’s obligations pursuant to Section 8.6(d), until the expiration of the Interim Periodforegoing, Purchaser shall name not have the Sellers as additional insured parties on right to settle any claim under the Purchaser’s general liability and excess liability insurance policies with respect to Occurrence-Based Insurance Policies without the Purchased Assetsprior written consent of Seller, which consent shall not unreasonably be withheld or delayed.”