Common use of Certain Insurance Matters Clause in Contracts

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 procurement of such insurance. In the event that insurance with the identical coverage and amounts is no longer available on a commercially reasonable basis during the Insurance Period, Parent and/or HY may procure and maintain substantially similar coverage for the remainder of the Insurance Period, with the consent of the other Party, which consent will not be unreasonably withheld.

Certain Insurance Matters. (a) With respect to any Damages suffered by HY Hxxxxxxx Beach or any of its Subsidiaries after the Spin-Off Date relating to, resulting from or arising out of the conduct of HYHxxxxxxx Beach’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 HYHxxxxxxx Beach’s business, Parent or any of its Subsidiaries, any product of HYHxxxxxxx Beach’s business or any HY Hxxxxxxx Beach employee, at the request of HYHxxxxxxx Beach, Parent will use its commercially reasonable efforts to assert and administer, or to assist HY Hxxxxxxx Beach or any of its Subsidiaries to assert and administer, one or more claims under such policy of insurance covering such Damage if HY Hxxxxxxx Beach 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 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 increasesmatters, are promptly reimbursed by HYHxxxxxxx Beach. 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 deems fit 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 Hxxxxxxx Beach or any of its Subsidiaries, in which case any administration or actions by Parent shall only be taken after consultation with, and consent of, HYHxxxxxxx Beach. Nothing in this Section 4.5. 5.6 will affect or modify or be deemed to affect or modify in any way any Party’s parties’ obligations under Article V VI 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 procurement of such insurance. In the event that insurance with the identical coverage and amounts is no longer available on a commercially reasonable basis during the Insurance Period, Parent and/or HY may procure and maintain substantially similar coverage for the remainder of the Insurance Period, with the consent of the other Party, which consent will not be unreasonably withheld.

Certain Insurance Matters. (a) With respect to any Damages suffered by HY Xxxxxxxx Beach Holding or any of its Subsidiaries after the Spin-Off Date relating to, resulting from or arising out of the conduct of HYXxxxxxxx Beach Holding’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 HYXxxxxxxx Beach Holding’s business, Parent or any of its Subsidiaries, any product of HYXxxxxxxx Beach Holding’s business or any HY Xxxxxxxx Beach Holding employee, at the request of HYXxxxxxxx Beach Holding, Parent will use commercially reasonable efforts to assert and administer, or to assist HY Xxxxxxxx Beach Holding or any of its Subsidiaries to assert and administer, one or more claims under such policy of insurance covering such Damage if HY Xxxxxxxx Beach Holding 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 HYXxxxxxxx Beach Holding. 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 Xxxxxxxx Beach Holding or any of its Subsidiaries, in which case any administration or actions by Parent shall only be taken after consultation with, and consent of, HYXxxxxxxx Beach Holding. Nothing in this Section 4.5. 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 Xxxxxxxx Beach Holding 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 HYXxxxxxxx Beach Holding, 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 Xxxxxxxx Beach Holding will cooperate with the other in the procurement of such insurance. In the event that insurance with the identical coverage and amounts is no longer available on a commercially reasonable basis during the Insurance Period, Parent and/or HY Xxxxxxxx Beach Holding may procure and maintain substantially similar coverage for the remainder of the Insurance Period, with the consent of the other Party, which consent will not be unreasonably withheld.

Certain Insurance Matters. (a) With respect to any Damages suffered by HY Xxxxxxxx Beach or any of its Subsidiaries after the Spin-Off Date relating to, resulting from or arising out of the conduct of HYXxxxxxxx Beach’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 HYXxxxxxxx Beach’s business, Parent or any of its Subsidiaries, any product of HYXxxxxxxx Beach’s business or any HY Xxxxxxxx Beach employee, at the request of HYXxxxxxxx Beach, Parent will use its commercially reasonable efforts to assert and administer, or to assist HY Xxxxxxxx Beach or any of its Subsidiaries to assert and administer, one or more claims under such policy of insurance covering such Damage if HY Xxxxxxxx Beach 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 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 increasesmatters, are promptly reimbursed by HYXxxxxxxx Beach. 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 deems fit 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 Xxxxxxxx Beach or any of its Subsidiaries, in which case any administration or actions by Parent shall only be taken after consultation with, and consent of, HYXxxxxxxx Beach. Nothing in this Section 4.5. 5.6 will affect or modify or be deemed to affect or modify in any way any Party’s parties’ obligations under Article V VI 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 procurement of such insurance. In the event that insurance with the identical coverage and amounts is no longer available on a commercially reasonable basis during the Insurance Period, Parent and/or HY may procure and maintain substantially similar coverage for the remainder of the Insurance Period, with the consent of the other Party, which consent will not be unreasonably withheld.

Certain Insurance Matters. (a) With respect to any Damages suffered by HY Fan Pass or any of its Subsidiaries after the Spin-Off Date relating to, resulting from or arising out of the conduct of HYFan Pass’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 HYFan Pass’s business, Parent or any of its Subsidiaries, any product of HYFan Pass’s business or any HY Fan Pass employee, at the request of HYFan Pass, Parent will use commercially reasonable efforts to assert and administer, or to assist HY Fan Pass or any of its Subsidiaries to assert and administer, one or more claims under such policy of insurance covering such Damage if HY Fan Pass 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 immediately reimbursed by HYFan Pass. 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 Fan Pass or any of its Subsidiaries, in which case any administration or actions by Parent shall only be taken after consultation with, and consent of, HYFan Pass. Nothing in this Section 4.53.5. will affect or modify or be deemed to affect or modify in any way any Party’s obligations under Article V IV 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 procurement of such insurance. In the event that insurance with the identical coverage and amounts is no longer available on a commercially reasonable basis during the Insurance Period, Parent and/or HY may procure and maintain substantially similar coverage for the remainder of the Insurance Period, with the consent of the other Party, which consent will not be unreasonably withheld.