Common use of Insurance; Financial Support Arrangements Clause in Contracts

Insurance; Financial Support Arrangements. (a) Newco and the Purchasers acknowledge and agree that as of the Closing Date, neither Newco, the Business or any of the Business Units, any property owned or leased by any of the foregoing nor any of the directors, officers, employees (including, without limitation, the Transferred Employees) or agents of any of the foregoing will be insured under any insurance policies maintained by Lockheed Xxxxxx or any of its Affiliates, except (i) in the case of certain policies, to the extent that a claim has been reported as of the Closing Date, (ii) in the case of a policy that is an occurrence policy, to the extent the accident, event or occurrence that results in an insurable loss occurs prior to the Closing Date and has been, is or will be reported or noticed to the respective carrier by Newco or any of the Lockheed Xxxxxx Companies in accordance with the requirements of such policies (which claims Lockheed Xxxxxx shall, at Newco's cost and expense, pursue diligently on Newco's behalf and the net proceeds of which claims shall be remitted promptly to Newco upon receipt thereof), and (iii) as otherwise provided in Exhibit G or agreed to in writing by the parties. Except as otherwise provided in Exhibit G or as otherwise may be agreed to in writing by the parties, from and after the Closing Date, Lockheed Xxxxxx shall have no obligation of any kind to maintain any form of insurance covering all or any part of the Transferred Assets, the Business or the Transferred Employees.

Appears in 2 contracts

Samples: Transaction Agreement (Southern California Microwave Inc), Transaction Agreement (L 3 Communications Holdings Inc)

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Insurance; Financial Support Arrangements. (a) Newco Buyer acknowledges and the Purchasers acknowledge and agree agrees that as of the Closing Date, neither NewcoTTSI, the Business or any of the Business UnitsTTS Business, any property owned or leased by any of the foregoing nor any of the directors, officers, employees (including, without limitation, the Transferred Employees) or agents of any of the foregoing will be insured under any insurance policies maintained by Lockheed Xxxxxx Parent or any of its Affiliates, except (i) in the case of certain claims made policies, to the extent that a claim has been reported as of the Closing Date, (ii) in the case of a policy that is an occurrence policy, to the extent the accident, event or occurrence that results in an insurable loss occurs prior to the Closing Date and has been, is or will be reported or noticed to the respective carrier by Newco Buyer, TTSI or any of the Lockheed Xxxxxx Companies Seller Company in accordance with the requirements of such policies (which claims Lockheed Xxxxxx Parent shall, at NewcoTTSI's cost and expense, pursue diligently on NewcoTTSI's behalf and the net proceeds of which claims (except to the extent they relate to Excluded Liabilities) shall be remitted promptly to Newco TTSI upon receipt thereof), and (iii) as otherwise provided in Exhibit G D or agreed to in writing by the parties. Except as otherwise provided in Exhibit G D or as otherwise may be agreed to in writing by the parties, from and after the Closing Date, Lockheed Xxxxxx Parent and its Affiliates shall have no obligation of any kind to maintain any form of insurance covering TTSI or all or any part of the Transferred Contributed Assets, the Transferred Intellectual Property, the TTS Business or the Transferred Employees.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (True Temper Sports Inc), Recapitalization and Stock Purchase Agreement (Black & Decker Corp)

Insurance; Financial Support Arrangements. (a) Newco and the Purchasers acknowledge and agree that as of the Closing Date, neither Newco, the Business or any of the Business Units, any property owned or leased by any of the foregoing nor any of the directors, officers, employees (including, without limitation, the Transferred Employees) or agents of any of the foregoing will be insured under any insurance policies maintained by Lockheed Xxxxxx Martin or any of its Affiliates, except exxxxx (i) in the case of certain policies, to the extent that a claim has been reported as of the Closing Date, (ii) in the case of a policy that is an occurrence policy, to the extent the accident, event or occurrence that results in an insurable loss occurs prior to the Closing Date and has been, is or will be reported or noticed to the respective carrier by Newco or any of the Lockheed Xxxxxx Martin Companies in accordance with the requirements xxx xequirements of such policies (which claims Lockheed Xxxxxx Martin shall, at Newco's cost and expensexxxxxse, pursue diligently on Newco's behalf and the net proceeds of which claims shall be remitted promptly to Newco upon receipt thereof), and (iii) as otherwise provided in Exhibit G or agreed to in writing by the parties. Except as otherwise provided in Exhibit G or as otherwise may be agreed to in writing by the parties, from and after the Closing Date, Lockheed Xxxxxx Martin shall have no obligation of any ox xxx kind to maintain any form of insurance covering all or any part of the Transferred Assets, the Business or the Transferred Employees.

Appears in 1 contract

Samples: Transaction Agreement (L 3 Communications Corp)

Insurance; Financial Support Arrangements. (a) Newco Buyer acknowledges and the Purchasers acknowledge and agree agrees that as of the Closing Date, neither NewcoBuyer, the Business or any of the Business UnitsHPG Business, any property owned or leased by any of the foregoing nor any of the directors, officers, employees (including, without limitation, the Transferred Employees) or agents of any of the foregoing will be insured under any insurance policies maintained by Lockheed Xxxxxx Seller or any of its Affiliates, except (i) in the case of certain claims made policies, to the extent that a claim has been reported as of the Closing Date, (ii) in the case of a policy that is an occurrence policy, to the extent the accident, event or occurrence that results in an insurable loss occurs prior to the Closing Date and has been, is or will be reported or noticed to the respective carrier by Newco Buyer or any of the Lockheed Xxxxxx Companies Seller Company in accordance with the requirements of such policies (which claims Lockheed Xxxxxx Seller shall, at NewcoBuyer's cost and expense, pursue diligently on NewcoBuyer's behalf and the net proceeds of which claims (except to the extent they relate to Excluded Liabilities) shall be remitted promptly to Newco Buyer upon receipt thereof), and (iii) as otherwise provided in Exhibit G D or agreed to in writing by the parties. Except as otherwise provided in Exhibit G D or as otherwise may be agreed to in writing by the parties, from and after the Closing Date, Lockheed Xxxxxx Seller shall have no obligation of any kind to maintain any form of insurance covering all or any part of the Transferred Assets, the HPG Business or the Transferred Employees.

Appears in 1 contract

Samples: Transaction Agreement (Black & Decker Corp)

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Insurance; Financial Support Arrangements. (a) Newco Buyer acknowledges and the Purchasers acknowledge and agree agrees that as of the Closing Date, neither NewcoBuyer, the Business or any of the Business UnitsHPG Business, any property owned or leased by any of the foregoing nor any of the directors, officers, employees (including, without limitation, the Transferred Employees) or agents of any of the foregoing will be insured under any insurance policies maintained by Lockheed Xxxxxx Seller or any of its Affiliates, except (i) in the case of certain claims made policies, to the extent that a claim has been reported as of the Closing Date, (ii) in the case of a policy that is an occurrence policy, to the extent the 19 accident, event or occurrence that results in an insurable loss occurs prior to the Closing Date and has been, is or will be reported or noticed to the respective carrier by Newco Buyer or any of the Lockheed Xxxxxx Companies Seller Company in accordance with the requirements of such policies (which claims Lockheed Xxxxxx Seller shall, at NewcoBuyer's cost and expense, pursue diligently on NewcoBuyer's behalf and the net proceeds of which claims (except to the extent they relate to Excluded Liabilities) shall be remitted promptly to Newco Buyer upon receipt thereof), and (iii) as otherwise provided in Exhibit G D or agreed to in writing by the parties. Except as otherwise provided in Exhibit G D or as otherwise may be agreed to in writing by the parties, from and after the Closing Date, Lockheed Xxxxxx Seller shall have no obligation of any kind to maintain any form of insurance covering all or any part of the Transferred Assets, the HPG Business or the Transferred Employees.

Appears in 1 contract

Samples: Transaction Agreement (Windmere Durable Holdings Inc)

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