Common use of Existing Insurance Coverage Clause in Contracts

Existing Insurance Coverage. (a) From and after the Closing, the Seller shall use reasonable efforts (which shall not require acceptance of materially adverse changes in its existing insurance policies or in any replacement insurance policies or other materially adverse effects on the Seller), subject to the terms of the Seller's Insurance Policies, to retain the right to make claims and receive recoveries, subject to the provisions of this Section 6.12, for the benefit of the Company under such of the Insurance Policies of the Seller which benefit the Company and which are not transferred to the Buyer at Closing or retained by the Company. The Seller further agrees to use its reasonable efforts to assist the Company in its efforts to make any such claims and receive any such recoveries. With respect to any actions, suits and proceedings against, and any losses, liabilities, damages or expenses of, the Company arising out of events or circumstances which are covered by any such Insurance Policies (each an Insured Liability), the Seller shall promptly pay to the Buyer or the Company the proceeds of such Insurance Policies in respect of any such Insured Liability actually received by the Seller (it being understood that any proceeds of such insurance policies applied directly by the insurance carrier(s) to such Insured Liability shall be deemed to be a payment made by the Seller in respect of such Insured Liability). Subject to the right of the Buyer to seek indemnification pursuant to the provisions of Section 10.1: (i) the Parent, the Buyer and the Company shall be fully liable, jointly and severally, for all deductibles, retentions, exclusions and any portion of retrospective premium adjustments attributable to such Insured Liabilities as reasonably determined by the Seller and the Seller's insurance carrier (after consultation with the Buyer), and other amounts, losses and expenses to the full extent not paid, for whatever reason, by such insurance carrier(s) or not covered by such insurance policies, it being understood that the Seller shall be under no obligation to make any such payments or to advance any such payments; and (ii) the Parent and the Buyer agree, jointly and severally, to reimburse, indemnify and hold the Seller and its affiliates harmless for out-of-pocket costs and expenses (including, without limitation, any retroactive premium adjustments and current or prospective premium increases imposed on the Seller or any of its affiliates resulting from Insured Liabilities, but not including normal internal administrative expenses) incurred after the Closing Date by the Seller to carry out any obligations pursuant to this Section 6.

Existing Insurance Coverage. (a) From and after the Closing, the Seller shall use reasonable efforts (which shall not require acceptance of materially adverse changes in its existing insurance policies or in any replacement insurance policies or other materially unreasonably adverse effects on the Seller), subject to the terms of the Seller's Insurance Policiesinsurance policies, to retain the right to make claims and receive recoveries, subject to the provisions of this Section 6.127.06, for the benefit of Holdings and the Company Companies under such existing insurance policies of the Insurance Policies of the Seller which benefit Holdings or the Company Companies and which are not transferred to the Buyer at Closing or retained by Holdings or the Company. The Seller further agrees to use its reasonable efforts to assist the Company in its efforts to make any such claims and receive any such recoveriesCompanies. With respect to any actions, suits and proceedings against, and any losses, liabilities, damages or expenses of, Holdings or the Company Companies arising out of events or circumstances which are covered by any such Insurance Policies existing insurance policies (each an "Insured Liability"), the Seller shall promptly pay to Buyer, Holdings and the Buyer or the Company Companies the proceeds of such Insurance Policies insurance policies in respect of any such Insured Liability actually received by the Seller (it being understood that any proceeds of such insurance policies applied directly by the insurance carrier(s) to such Insured Liability shall be deemed to be a payment made by the Seller in respect of such Insured Liability). Subject to the right of the Buyer to seek indemnification pursuant to the provisions of Section 10.1: 7.02(a), (i) the ParentBuyer, the Buyer Holdings and the Company Companies shall be fully liable, jointly and severally, for all deductibles, retentions, exclusions and any portion of retrospective premium adjustments attributable to such Insured Liabilities as reasonably determined by the Seller and the Seller's insurance carrier (after consultation with the Buyer)carrier, and other amounts, losses and expenses to the full extent not paid, for whatever reason, by such insurance carrier(s) or not covered by such insurance policies, it being understood that the Seller shall be under no obligation to make any such payments or to advance any such payments; and (ii) the Parent and the Buyer agree, jointly and severally, to reimburse, indemnify and hold the Seller and its affiliates harmless for out-of-pocket costs and expenses (including, without limitation, any retroactive premium adjustments and current or prospective premium increases imposed on the Seller or any of its affiliates resulting from Insured Liabilities, but not including normal internal administrative expenses) incurred after the Closing Date by the Seller to carry out any obligations pursuant to this Section 6.and

Existing Insurance Coverage. 7.8.1. As of the Closing Date, the Seller or its Affiliates may cancel insurance coverage applicable to the Target, the INTOOL Subsidiary and the INTOOL Divisions for occurrences (awith respect to any "occurrence" policies) From after the Closing Date (other than insurance policies solely in the name of the Target, the INTOOL Subsidiary or any INTOOL Division); provided, however, that any and all remaining liability insurance coverage and policies in which any of the INTOOL Companies is a party, named insured, or otherwise has a beneficial interest (with respect to any "occurrence" or "claims made" policies) shall be available to the Buyer and its Affiliates, and all rights and interests in all such policies are hereby transferred to the Buyer and its Affiliates with respect to occurrences relating to the Business on or prior to the Closing Date, to the extent that the Buyer or its Affiliates have retained, assumed, paid or agreed to indemnify Global, the Seller, or Xxxxxxxx-Xxxxxx Refractories Company with respect to the related Liability. The Seller shall take all necessary actions in accordance with (S)7.10 to effect this transfer to the Buyer. Furthermore, until the rights in such policies are transferred to the Buyer and its Affiliates and acknowledged by the carriers of such policies, the Seller agrees that the Buyer is fully subrogated to all of the Seller or its Affiliates' rights and interests in such liability insurance policies, to the extent that the Buyer or its Affiliates have retained, assumed or paid the Liability. If after the Closing, the Seller shall use reasonable efforts (which shall not require acceptance or one of materially adverse changes in its existing Affiliates receives cash proceeds from an insurer that are attributable to such insurance policies coverage with respect to any occurrences on or in any replacement insurance policies or other materially adverse effects on the Seller), subject prior -44- to the terms Closing Date, then such cash proceeds shall be paid to the Buyer to the extent that the Buyer or its Affiliates have retained, assumed or paid the Liability. If an insurance carrier fails to accept a claim submitted on behalf of the Seller's Insurance Policies, Buyer or any of its Affiliates with respect to retain the right to make claims and receive recoveries, subject any occurrence on or prior to the provisions of this Section 6.12Closing Date for which the Buyer or its Affiliates have retained, for assumed or paid the benefit of Liability, then the Company under such of Buyer may direct the Insurance Policies Seller to commence litigation in the name of the Seller which benefit or one of its Affiliates against the Company insurance company, such litigation to be under the Buyer's direction and which are not transferred control and at the Buyer's sole cost and expense, provided that the Seller shall bear the sole cost and expense to the Buyer at Closing or retained by the Companyextent it has agreed to indemnify Buyer's Indemnified Group pursuant to (S)9. 7.8.2. The Seller further agrees to shall, and shall cause its Affiliates to, in good faith and at its sole expense, use its commercially reasonable best efforts to assist the Company in its efforts to make any such claims and receive any such recoveries. With respect to any actions, suits and proceedings against, and any losses, liabilities, damages or expenses of, the Company arising out of events or circumstances which are covered by any such Insurance Policies (each an Insured Liability), the Seller shall promptly pay to the Buyer or the Company the proceeds of such Insurance Policies in respect of any such Insured Liability actually received by the Seller (it being understood that any proceeds of such insurance policies applied directly by the insurance carrier(s) to such Insured Liability shall be deemed to be a payment made by the Seller in respect of such Insured Liability). Subject to the right of the Buyer to seek indemnification pursuant to the provisions of Section 10.1: procure (i) the ParentAccess Agreement from each of the carriers listed in Exhibit 1.1, the Buyer and the Company which shall be fully liable, jointly and severally, for all deductibles, retentions, exclusions and any portion of retrospective premium adjustments attributable in a form reasonably acceptable to such Insured Liabilities as reasonably determined by the Seller and the Seller's insurance carrier (after consultation with the Buyer), and other amounts, losses and expenses to the full extent not paid, for whatever reason, by such insurance carrier(s) or not covered by such insurance policies, it being understood that the Seller shall be under no obligation to make any such payments or to advance any such payments; and (ii) the Parent Dresser Letter. Furthermore, the Seller shall, and shall cause its Affiliates to, at all times, in good faith and at its sole expense, use commercially reasonable best efforts to pursue coverage from the insurance carriers listed in Exhibit 1.1 (including the instigation of litigation against such carriers or Dresser Industries, Inc.), in the event the Buyer agreeor its Affiliates are denied the economic benefit of such policies (as a party, jointly and severallya named insured, to reimburseor as a holder of a beneficial interest), indemnify and hold the Seller and its affiliates harmless for out-of-pocket costs and expenses (includingprovided, without limitationhowever, any retroactive premium adjustments and current or prospective premium increases imposed that commencing on the Seller or date following the fifth anniversary of Closing, such pursuit shall be at the sole expense of the Buyer (except for any matters pending on such anniversary date which shall remain at the sole expense of its affiliates resulting from Insured Liabilities, but not including normal internal administrative expenses) incurred after the Closing Date by the Seller to carry out any obligations pursuant to this Section 6Seller).

Existing Insurance Coverage. (a) From and after the Closing, the Seller shall use reasonable efforts (which shall not require acceptance of materially adverse changes in its existing insurance policies or in any replacement insurance policies or other materially adverse effects on the Seller), subject to the terms of the Seller's Insurance Policies, to retain the right to make claims and receive recoveries, subject to the provisions of this Section 6.12, for the benefit of the Company under such of the Insurance Policies of the Seller which benefit the Company and which are not transferred to the Buyer at Closing or retained by the Company. The Seller further agrees to use its reasonable efforts to assist the Company in its efforts to make any such claims and receive any such recoveries. With respect to any actions, suits and proceedings against, and any losses, liabilities, damages or expenses and liabilities of, CEC (with respect to the Company Business) or any members of the CMH Group arising out of events or circumstances circumstance. occurring or existing prior to the Closing Date which are covered by existing insurance policies of CEC and as to which the insurance coverage has not been assigned to the Purchaser (each a "Covered Liability"), CEC shall indemnify the Purchaser and CMHC for any such Insurance Policies (each an Insured Liability), Covered Liability at the Seller shall promptly pay time and to the Buyer or extent (and only to the Company the extent) CEC shall actually receive any proceeds of such Insurance Policies insurance policies in respect of any or such Insured Covered Liability actually received by the Seller (it being understood that any proceeds of such insurance policies applied directly by the insurance carrier(s) to such Insured Covered Liability shall be deemed to be a payment made by the Seller CEC in respect of such Insured LiabilityCovered Liability in full satisfaction of its obligations under this sentence). Subject to the right of the Buyer to seek indemnification pursuant to the provisions of Section 10.1: (i) the Parent, the Buyer The Purchaser and the Company CMHC shall be fully liable, jointly and severally, for all deductibles, self-insured retentions, exclusions and any portion of retrospective premium adjustments attributable to such Insured Liabilities as reasonably determined by the Seller and the Seller's insurance carrier (after consultation with the Buyer), and other amounts, losses and expenses to the full extent not paid, for whatever reason, by such insurance carrier(s). CMHC and the Purchaser jointly and severally agree to prosecute and defend each such Covered Liability in a timely and prudent fashion, consulting with CEC on a regular and frequent basis. CEC and the Purchaser shall mutually agree on an acceptable arrangement for the submission of claims for such Covered Liabilities to the appropriate insurer. Subject to receipt by CEC of retrospective premium increases (if any) as met forth below, CEC further agrees to continue as the named insured under such existing insurance policies with respect to such Covered Liabilities. The Purchaser and CNHC agree that they will not settle or compromise any such Covered Liabilities without CEC's prior written consent (such consent not covered to be unreasonably withheld), unless such settlement or compromise is in accordance with parameters previously agreed to in writing by CEC and the Purchaser. All out-of-pocket costs of prosecuting, defending and administering such Covered Liabilities and all costs incurred in settlement or by judgment or order or otherwise in respect thereof, including but not limited to amounts necessary to maintain claim funds, and the allocable share of all increased retrospective premiums payable under such insurance policies, 36 shall be the joint and several responsibility of the Purchaser and CMHC, and the Purchaser and CMHC shall promptly reimburse CEC for any amounts which are advanced by CEC for these purposes, it being understood that the Seller CEC shall be under no obligation to make any such payments advance. (b) The parties hereto agree that the amount of any Covered Liability referred to in paragraph (a) above which is not payable or paid under any insurance policy referred to advance in paragraph (a) above because it is part of the deductible or self-insured retention, or because it exceeds the maximum coverage under any such payments; policy, or because of the inability or refusal of the insurance carrier(s) to pay such Covered Liability, or for any other reason, shall be the joint and several obligation and responsibility of the Purchaser and CMHC In addition, the amount of any such Covered Liability which is payable under such insurance policies but which is not paid by the insurer for whatever reason shall be the joint and several obligation and responsibility of the Purchaser and CMHC. (iic) Each of the Parent Purchaser and CMHC, on the Buyer agreeone hand, and CEC, on the other hand, agree to provide to the other and their respective representatives such data and information, and to make available to the other and their respective representatives such of their respective books and records and personnel, as shall be reasonably requested by the other or their respective representatives in respect of any Covered Liability. (d) The Purchaser and CMHC, jointly and severally, hereby agree to reimburseindemnify, indemnify defend and hold harmless each CEC Indemnitee from and against all Losses suffered, incurred or paid, directly or indirectly, by any CEC Indemnitee as a result of or arising out of the Seller and its affiliates harmless for out-of-pocket costs and expenses submission or prosecution of (including, without limitation, or the failure to submit or prosecute) any retroactive premium adjustments and current Covered Liability or prospective premium increases imposed on the Seller taking of (or the failure to take) any of its affiliates resulting from Insured Liabilities, but not including normal internal administrative expenses) incurred after the Closing Date other action contemplated by the Seller to carry out any obligations pursuant to this Section 65.08.