Insurance Cooperation Clause Samples

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. The Parties shall use reasonable best efforts to cooperate with respect to the various insurance matters contemplated by this Article VIII.

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. (b) No covenant or agreement by any Party to indemnify the other Party shall release, or be deemed to release, any insurer with respect to any claim made under any Seller Insurance Policy, and this Section 5.17 shall not be deemed to limit in any way the indemnification obligations of the parties under this Agreement.

Insurance Cooperation. Notwithstanding anything to the contrary in this Agreement, promptly after Closing (a) the Seller Companies shall (i) add Buyer as an additional insured on all Business Insurance Policies or, (ii) in the event that Buyer cannot be added as an additional insured, Seller Companies shall assign, to the extent assignable, to Buyer the right, power and authority, to make directly to the insurer any request for payment under the Business Insurance Policies relating to any Assumed Liability, or to the extent the insurable loss occurred on or after the date hereof, the Business or the Purchased Assets, or in the event Buyer is unable to make direct claim for payment, Seller Companies shall cooperate with Buyer in filing any insurance claims and in the collection of insurance proceeds, including where permitted by Law transferring to Buyer the right to pursue insurance proceeds related to the Assumed Liabilities, or the Business to the extent the insurable loss occurred on or after the date hereof, the Purchased Assets, and any Casualty or Condemnation; and (b) Seller Companies shall assign, to the extent assignable, to Buyer, the right to receive, or to the extent such right is not assignable Seller Companies shall pay to Buyer as and when received, any future payment under the applicable insurance policy with respect to the Business for Assumed Liabilities. Any party receiving a notice with respect to any Assumed Liability, the Business or the Purchased Assets shall promptly notify all other Parties hereto.

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. 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. 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) 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. (b) Notwithstanding Section 5.6(a), Seller agrees that it or one of its Affiliates, shall, with respect to any incident from which a liability of a Company arises or that relates to any damage, impairment or loss of an asset of a Company, that is potentially covered by a Parent Insurance policy in effect prior to the Closing Date, (i) report such incident to the appropriate insurer as promptly as practicable and in accordance with the terms and conditions of the Parent Insurance policy after such incident is reported to Seller, (ii) include Purchaser on material correspondence and possible litigation proceedings relating to such incident and (iii) instruct that such proceeds are paid directly to the injured party in settlement of any claims relating to such incident, rather than to Seller or one of its Affiliates, or, if such proceeds are received by Seller or any of its Affiliates, pay such proceeds over to the Company subject to such claim; provided that Purchaser shall notify Seller promptly of any potential claim, shall cooperate in the investigation and pursuit of any claim, shall have the right to effectively associate in the pursuit of any claim, including but not limited to the ability to withhold its consent to any proposed claim settlement (such consent not to be unreasonably conditioned, withheld or delayed) and shall bear all reasonable out-of-pocket expenses incurred by Seller or its Affiliates in connection with the foregoing. From time to time (but for no longer than five years following the Closing), Seller will reasonably cooperate with Purchaser upon reasonable notice and with any out-of-pocket costs borne by Purchaser to provide Purchaser with historical insurance claims information regarding the Business (including workers compensation experience) to the extent reasonably necessary to enable Purchaser and its subsidiaries to establish loss experience in establishing new insurance arrangements with new carriers.

Insurance Cooperation. Popeil hereby acknowledges and agrees that the Purchaser may seek to ▇▇▇▇▇▇ ▇ "key man" insurance policy covering the life of R. Popeil, a disability policy covering R. Popeil, and/or business inte▇▇▇▇▇▇▇▇ insurance, in each case under w▇▇▇▇ ▇▇▇ Purchaser will pay all costs and receive all benefits. R. Popeil agrees to provide reasonable cooperation in order to assist P▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇n 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 "▇▇▇ ▇▇▇" or disability insurance. At R. Popeil's request, his personal physician may be in attendance for an▇ ▇▇▇▇ ▇▇▇▇ired 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).