Insurance Cooperation. The Parties shall use reasonable best efforts to cooperate with respect to the various insurance matters contemplated by this Article VIII.
Insurance Cooperation. From the date hereof until, with respect to any Purchased Commercial Loan in the United States, the date that is sixty (60) days following the Closing of such Purchased Commercial Loan (but in no event later than August 31, 2015) (such period, the “Insurance Cooperation Period”), the Seller Parties hereby agree (solely to the extent the Seller Parties have the ability to take such action under the applicable insurance policy and have personnel available to assist with such matter) to reasonably cooperate with the Purchaser Parties during the applicable Insurance Cooperation Period with respect to any insurance matters requested by the Purchaser Parties to be taken (including delivery of all notices received by the Seller Parties from an insurance carrier and cooperation is making and settlement of claims) in connection with such Purchased Commercial Loan in the United States. The obligations of the Seller Parties in this Paragraph FF shall survive the Closing until the expiration of the Insurance Cooperation Period.
Insurance Cooperation. (a) Inasmuch as all insurance coverage with respect to the Business is maintained by the parent company of Seller and such coverage (the “Parent Insurance”) will not continue subsequent to the Closing Date, Purchaser shall make arrangements to have similar coverage provided through its own insurance policies as of the Closing Date, and Seller shall provide reasonable cooperation to Purchaser in such regard.
Insurance Cooperation. Lux Seller and the Company shall, and shall cause the Group Companies to, provide Buyer with such assistance as Buyer shall reasonably request in obtaining representations and warranties insurance coverage on such terms and in such amounts as Buyer shall deem appropriate (for the avoidance of doubt, Buyer shall pay all fees and expenses associated with such insurance), which assistance shall include, without limitation (a) permitting insurers or potential insurers access to any online or virtual data room which has been provided to Buyer, (b) permitting insurers or potential insurers access to other diligence materials and to Sellers’ counsel prior to Closing, (c) participation by Sellers and Sellers’ counsel in meetings with representatives of the potential insurers and (d) cooperation by Sellers and Sellers’ counsel with other customary requests in connection with obtaining such insurance; provided, however, that Lux Seller and the Group Companies shall not be obligated to assume or undertake any potential liability to the provider of such insurance or to Buyer or to take any action which would increase the conditionality of the Closing.
Insurance Cooperation. R. Popeil hereby acknowledges and agrees that the Purchaser may seek to xxxxxx x "key man" insurance policy covering the life of R. Popeil, a disability policy covering R. Popeil, and/or business intexxxxxxxx insurance, in each case under wxxxx xxx Purchaser will pay all costs and receive all benefits. R. Popeil agrees to provide reasonable cooperation in order to assist Pxxxxxxxx in its efforts to obtain such insurance, including, with respect to key man life insurance or disability insurance, by submitting to any physical examination and providing access to prospective insurers for underwriting purposes to R. Popeil's medical records, in each case only to the extent reasonably xxxxxxxx xn order to obtain such insurance and subject to Purchaser's obligation to keep strictly confidential any information that may be learned by Purchaser in connection with such physical examination of R. Popeil and/or in connection with Purchaser's attempts to secure such "xxx xxx" or disability insurance. At R. Popeil's request, his personal physician may be in attendance for anx xxxx xxxxired physical examination. Purchaser will pay all costs and expenses incurred in connection with actions taken pursuant to or as contemplated by this Section 6.8 (including, without limitation, any costs or expenses incurred by R. Popeil pursuant to this Section 6.8).
Insurance Cooperation. To the extent reasonably requested by Buyer, Sellers shall, and shall cause Company to, reasonably cooperate with Buyer in its efforts to, obtain “tail” or “discontinued operations” insurance coverage for Company, effective as of Closing.
Insurance Cooperation. Seller shall use Commercially Reasonable Efforts to assist Buyer in making arrangements to obtain customary insurance with respect to the Colstrip 4 Interests.
Insurance Cooperation. (a) From and after the Closing Date, the Company shall be entitled to coverage under Insurance Policies (for the avoidance of doubt, excluding any self-insurance) maintained by the Seller in effect on or prior to the Closing Date (the “Seller Insurance Policies”) with respect to the Company Entities and the Business for matters, events, facts or circumstances arising on or prior to the Closing Date, but on the terms and subject to the conditions and limitations set forth therein (including retentions and deductibles) and to the extent permitted under the applicable Seller Insurance Policies and without any obligation by the Seller to amend, modify or otherwise supplement such Seller Insurance Policies (including obtaining any extended reporting period policy). The Seller shall cooperate with the Buyer and the Company Entities, as applicable, in filing any insurance claims and in the collection of insurance proceeds. At the Buyer’s request and cost, the Seller shall use commercially reasonable efforts to pursue, or caused to be pursued, collection of insurance proceeds. Any Party receiving a notice with respect to any such claim shall promptly notify the other Party.
Insurance Cooperation. (a) From and after the Closing Date, the Purchased Assets and Assumed Liabilities shall continue to be entitled to the benefits under insurance policies maintained by the Seller for the benefit of the Purchased Assets (the “Seller Insurance Policies”) in effect on or prior to the Closing Date, subject to the terms, conditions and limitations set forth therein.
Insurance Cooperation. (a) From and after the Closing Date, to the extent that any insurance policy owned or controlled by Seller (“Seller Insurance Policies”) covers any losses from Assumed Liabilities or the Purchased Assets arising out of an occurrence prior to the Closing Date (“Purchaser Claims”), at Purchaser’s sole cost and expense (including reasonable out-of-pocket costs and expenses of Seller), Seller shall cooperate with Purchaser in submitting Purchaser Claims on behalf of and for the benefit of Purchaser under any Seller Insurance Policy; provided that Purchaser acknowledges and agrees that (A) Seller shall not be responsible for any losses from Assumed Liabilities or the Purchased Assets that are “self-insured” by Seller prior to or at the Closing Date or that are within any applicable deductible or retention amounts under any Seller Insurance Policy, (B) Seller shall not be liable to Purchaser for any losses or other amounts hereunder if any insurance company that has issued any Seller Insurance Policy fails to pay such losses or amounts for any reason and (C) except with respect to any Seller Insurance Policy under which any Purchaser Claim is pending, Seller may, at any time, without liability or obligation to Purchaser, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Seller Insurance Policy.
