Common use of Insurance Cooperation Clause in Contracts

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. (a) Inasmuch as all insurance coverage with respect to the Business is maintained by the parent company of Seller From and such coverage (the “Parent Insurance”) will not continue subsequent to after the Closing Date, Purchaser shall make arrangements to have similar coverage provided through its own the extent that any insurance policies as of policy owned or controlled by Seller (“Seller Insurance Policies”) covers any losses from Assumed Liabilities or 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 Purchased Assets arising out of an asset of a Company, that is potentially covered by a Parent Insurance policy in effect occurrence prior to the Closing DateDate (“Purchaser Claims”), at Purchaser’s sole cost and expense (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 costs and expenses incurred 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 its Affiliates 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. (b) Purchaser shall not have access to the Seller Insurance Policies except as provided in connection this Section 7.16. This Agreement shall not be construed to waive any right or remedy of the Seller in respect of any Seller Insurance Policy. No covenant or agreement by any party hereto to indemnify any other party hereto shall release, or be deemed to release, any insurer with respect to any claim made under any Seller Insurance Policy, nor shall the foregoing. From time inclusion of this Section 7.16 be deemed to time limit in any way the indemnification obligations of the parties under this Agreement. (but c) Seller shall assign, to the extent assignable, to Purchaser the right to receive any future proceeds (including any proceeds in respect of business interruption insurance for no longer than five years any period after the Closing) relating to any such Purchaser Claim following the Closing. Any Party receiving a notice with respect to any Purchaser Claim shall promptly notify all other parties hereto. To the extent that Seller and Purchaser have competing claims that will exhaust the limits of a Seller Insurance Policy, the limits of such Seller Insurance Policy shall be apportioned between the Parties in proportion to their respective bona fide losses covered thereunder without regard to policy limits. (d) Notwithstanding anything in this Agreement to the contrary, in the event that Seller (i) consolidates with or merges into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger; (ii) transfers all or substantially all of its properties and assets to any Person; or (iii) winds up its business, in each case, resulting in a cessation or termination of Seller’s insurance, then, subject to the terms of and limitations contained in the Seller Insurance Policies, Purchaser shall have the right but not the obligation in respect of the foregoing clauses (i), Seller will reasonably cooperate with Purchaser upon reasonable notice (ii) and with any out-of-pocket costs borne by Purchaser to provide Purchaser with historical insurance claims information regarding the Business (including workers compensation experienceiii) to elect to purchase at Purchaser’s own cost and subject to the extent reasonably necessary to enable Purchaser terms of and its subsidiaries to establish loss experience conditions set forth in establishing new the Seller Insurance Policies, a “tail” insurance arrangements with new carrierspolicy in respect of Liabilities then in existence.

Insurance Cooperation. (a) Inasmuch as all insurance coverage with respect to the Business is maintained by the parent company of Seller From and such coverage (the “Parent Insurance”) will not continue subsequent to after the Closing Date, Purchaser the Purchased Assets and Assumed Liabilities shall make arrangements continue to have similar coverage provided through its own be entitled to the benefits under insurance policies as maintained by the Seller for the benefit of the Closing Date, and Purchased Assets (the “Seller shall provide reasonable cooperation to Purchaser in such regard. (bInsurance Policies”) 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 on or prior to the Closing Date, (i) report such incident subject to the appropriate insurer as promptly as practicable terms, conditions and in accordance with the terms and conditions of the Parent Insurance policy after such incident is reported to Seller, limitations set forth therein. (iib) 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, The Buyer shall have the right to effectively associate in notify the pursuit Seller of any claim, including but not limited claims in respect of the Purchased Assets and Assumed Liabilities that would be subject to the ability Seller Insurance Policies and based on events or occurrences on or prior to withhold the Closing Date, and the Seller shall (i) not seek to change any rights and obligations of the Seller under the Seller Insurance Policies; and (ii) use its consent commercially reasonable efforts to timely file such claims with the applicable insurance carriers. The Parties shall keep each other advised of the status of (and any proposed claim settlement (developments regarding) any such consent not claims, and to be unreasonably conditioned, withheld or delayed) cooperate with the Seller and shall bear all reasonable out-of-pocket expenses incurred by Seller or its Affiliates any insurance carrier in connection with the foregoing. From investigation and defense of any such claims, all in accordance and consistent with the standard practices and procedures established from time to time by the Seller or any such insurance carrier. The Seller shall promptly, and no later than ten (but for no longer than five years 10) Business Days following receipt thereof by the ClosingSeller, deliver all proceeds received under the Seller Insurance Policies with respect to such claims made in respect of the Purchased Assets or the Assumed Liabilities pursuant to this Section 6.2. Notwithstanding anything to the contrary set forth in this Section 6.2(b), the Seller will reasonably cooperate shall not be required to deliver any proceeds under the Seller Insurance Policies with Purchaser upon reasonable notice and respect to claims made in respect of the Excluded Assets or the Excluded Liabilities. (c) No covenant or agreement by any Party to indemnify any other party hereto shall release, or be deemed to release, any insurer with respect to any out-of-pocket costs borne by Purchaser claim made under the Seller Insurance Policy, nor shall the inclusion of this Section 6.2 be deemed to provide Purchaser with historical insurance claims information regarding limit in any way the Business (including workers compensation experience) to indemnification obligations of the extent reasonably necessary to enable Purchaser and its subsidiaries to establish loss experience in establishing new insurance arrangements with new carriersParties under this Agreement.