Enforcement of Insurance Claims. The Seller hereby assigns to the Buyer the right to pursue and enforce, and hereby irrevocably appoints the Buyer as its true and lawful attorney-in-fact with full power in the name of and on behalf of the Seller for the purpose of pursuing and enforcing, any and all rights of the Seller under any insurance policies of the Seller which are not assigned to the Buyer pursuant to this Agreement with respect to any occurrence, claim or loss (including any product liability claim) which is the subject of an indemnity obligation by the Seller to the Buyer under Article VII; provided that the Buyer may not exercise such right or power unless the Seller fails to promptly and expeditiously pursue and enforce its rights under its insurance policies with respect to such occurrence, claim or loss. The power of attorney conferred upon the Buyer by the Seller pursuant to this Section 6.10 is an agency coupled with an interest and all authority conferred hereby shall be irrevocable, and shall not be terminated by the dissolution or the liquidation of the Seller or any other act of the Seller.
Enforcement of Insurance Claims. The Seller hereby assigns to the ------------------------------- Buyer the right to pursue and enforce, and hereby irrevocably appoints the Buyer as its true and lawful attorney-in-fact with full power in the name of and on behalf of the Seller for the purpose of pursuing and enforcing, any and all rights of the Seller under any insurance policies of the Seller with respect to any occurrence, claim or loss (including without limitation any product liability claim) which is the subject of an indemnity obligation by the Seller to the Buyer under Article VI of this Agreement; provided that the Buyer may not exercise such right or power unless the Seller fails to promptly and expeditiously pursue and enforce its rights under its insurance policies with respect to such occurrence, claim or loss. The power of attorney conferred upon the Buyer by the Seller pursuant to this Section 5.5 ----------- is an agency coupled with an interest and all authority conferred hereby shall be irrevocable, and shall not be terminated by the dissolution or the liquidation of the Seller or any other act of the Seller.
Enforcement of Insurance Claims. Each Seller Party agrees to use its commercially reasonable efforts to pursue any claims and/or recoveries under any insurance policy with respect to any events, occurrences, matters or losses that occurred at or prior to the Closing that remain insured losses under any insurance policy. Each Seller Party agrees not to voluntarily relinquish, terminate, buy-out or reduce the benefits of any insurance policy, in each case only with respect to benefits covering events, occurrences, matters or losses that occurred at or prior to the Closing and that remain insured losses under such insurance policy, and to which Buyer or the Buyer Indemnified Parties would be entitled as an additional named insured party or to which Buyer or the Buyer Indemnified Parties, or any Seller Party, remains entitled after the Closing Date pursuant to the terms of the applicable insurance policy.
Enforcement of Insurance Claims. The Seller hereby assigns to the Purchaser the right to pursue and enforce, and hereby irrevocably appoints the Purchaser as its respective true and lawful attorney-in-fact with full power in the name of and on behalf of the Seller for the purpose of pursuing and enforcing any and all rights of the Seller under any insurance policies of the Seller (other than those assigned to the Purchaser) with respect to any occurrence, claim or loss which is the subject of an indemnity obligation by the Seller to the Purchaser under Section 9(a) of this Agreement; provided, that the Purchaser may not exercise such right or power unless (i) the Seller fails to promptly and expeditiously pursue and enforce its rights under their respective insurance policies with respect to such occurrence, claim or loss, and (ii) Purchaser provides the Seller with written notice of such failure to pursue and enforce Seller's rights, and a five (5) business day opportunity to cure such failure, provided that such five (5) business day period shall not be required if the Purchaser's rights would be adversely affected by such delay. The power of attorney conferred upon the Purchaser by the Seller pursuant to this Section 6(b) is an agency coupled with an interest and all authority conferred hereby shall be irrevocable, and shall not be terminated by the dissolution or the liquidation of the Seller or any other act of the Seller.
Enforcement of Insurance Claims. 31 6.11 Maintenance of Corporate Existence; Distribution of Shares.....................................32
Enforcement of Insurance Claims. Each Seller hereby assigns to the Buyer the right to pursue and enforce, and hereby irrevocably appoints the Buyer as its true and lawful attorney-in-fact with full power in the name of and on behalf of such Seller for the purpose of pursuing and enforcing, any and all rights of the Seller under any insurance policies of the Seller (other than those assigned to Buyer ) with respect to any occurrence, claim or loss (including without limitation any product liability claim) which is the subject of an indemnity obligation by any of the Sellers to the Buyer under Article VIII PAGE of this Agreement; provided, that the Buyer may not exercise such right or power unless the Seller fails to promptly and expeditiously pursue and enforce its rights under its insurance policies with respect to such occurrence, claim or loss. The power of attorney conferred upon the Buyer by each of the Sellers pursuant to this Section 7.5 is an agency coupled with an interest and all authority conferred hereby shall be irrevocable, and shall not be terminated by the dissolution or the liquidation of any Seller or any other act of any Seller.
Enforcement of Insurance Claims. The Seller hereby assigns to the Buyer the right to pursue and enforce, and hereby irrevocably appoints the Buyer as its true and lawful attorney-in-fact with full power in the name of and on behalf of the Seller for the purpose of pursuing and enforcing, any and all rights of the Seller under any insurance policies of the Seller which are not assigned to the Buyer pursuant to this Agreement (other than (i) directors’ and officers’ liability insurance and other matters for the benefit of directors and officers or (ii) relating to the Excluded Assets) with respect to any occurrence, claim or loss (including any product liability claim) which is the subject of an indemnity obligation by the Seller to the Buyer under Article VII; provided that the Buyer may not exercise such right or power unless the Seller fails to promptly and expeditiously pursue and enforce its rights under its insurance policies with respect to such occurrence, claim or loss. The power of attorney conferred upon the Buyer by the Seller pursuant to this Section 6.11 is an agency coupled with an interest and all authority conferred hereby shall be irrevocable, and shall not be terminated by the dissolution or the liquidation of the Seller or any other act of the Seller.
Enforcement of Insurance Claims. The Stockholder hereby assigns to the Buyer the right to pursue and enforce, and hereby irrevocably appoints the Buyer as its true and lawful attorney-in-fact with full power in the name of and on behalf of the Stockholder for the purpose of pursuing and enforcing, any and all rights of the Stockholder or CSC under any insurance policies of the Stockholder or CSC with respect to any occurrence, claim or loss (including without limitation any product liability claim) which is the subject of an indemnity obligation by the Stockholder to the Buyer under Article VI of this Agreement; provided that the Buyer may not exercise such right or power unless the Stockholder or CSC fails to promptly and expeditiously pursue and enforce their rights under their insurance policies with respect to such occurrence, claim or loss. The power of attorney conferred upon the Buyer by the Stockholder pursuant to this Section 9.3 is an agency coupled with an interest and all authority conferred hereby shall be irrevocable, and shall not be terminated by the dissolution or the liquidation of the Stockholder or any other act of the Stockholder.
Enforcement of Insurance Claims. Each Seller hereby assigns to the Buyer the right to pursue and enforce, and hereby irrevocably appoints the Buyer and its successors and assigns as its true and lawful attorney-in-fact with full power in the name of and on behalf of such Seller for the purpose of pursuing and enforcing, any and all rights of such Seller under any insurance policies (“Policies”) of such Seller and each Seller hereby authorize the Buyer to: (a) prepare, file and sign such Seller’s name on any notice, claim, assignment, demand or similar document under the Policies; (b) receive, open, and dispose of all mail addressed to the Sellers with respect to the Policies; (c) endorse the Sellers’ name on any documents or execute on behalf of the Sellers any and all instruments, documents, and the like under the Policies; (d) amend and modify any claims brought under the Policies; (e) pursue and retain payment of any proceeds or amounts payable under the Policies; and (f) do all acts and things necessary or expedient, in furtherance of any such purposes, with respect to any occurrence, claim or loss (including any product liability claim) which (i) is the subject of an indemnity obligation by the Sellers to the Buyer under Article VII; provided that the Buyer may not exercise such right or power unless the Seller fails to promptly and expeditiously pursue and enforce its rights under its insurance policies with respect to such occurrence, claim or loss or fails to indemnify Buyer, or (ii) relates to the Acquired Assets. Sellers agree to provide Buyer with copies of all notices, claims and communications relating to the Policies. The power of attorney conferred upon the Buyer by each Seller pursuant to this Section 6.11 is an agency coupled with an interest and all authority conferred hereby shall be irrevocable, and shall not be terminated by the dissolution or the liquidation of the Seller or any other act of such Seller.
Enforcement of Insurance Claims. The Seller hereby assigns to the Buyer the right to pursue and enforce, and hereby irrevocably appoints the Buyer as its true and lawful attorney in fact with full power in the name of and on behalf of the Seller for the purpose of pursuing and enforcing, any and all rights of the Seller under any insurance policies of the Seller which are not assigned to the Buyer pursuant to this Agreement with respect to any occurrence, claim or loss (including any product liability claim) which is the subject of an indemnity obligation by the Seller to the Buyer under Article VI; provided that the Buyer may not exercise such right or power unless the Seller fails to promptly and expeditiously pursue and enforce its rights under its insurance policies with respect to such occurrence, claim or loss. The power of attorney conferred upon the Buyer by the Seller pursuant to this Section 5.12 is an agency coupled with an interest and all authority conferred hereby shall be irrevocable, and shall not be terminated by the dissolution or the liquidation of the Seller or any other act of the Seller. Within ten (10) business days after the Closing Date, the Seller shall deliver to the Buyer endorsements to each certificate of insurance naming the Buyer as an additional named insured under each insurance policy of the Seller.
