Common use of Insurance Matters Clause in Contracts

Insurance Matters. (a) The Sellers shall use commercially reasonable efforts to keep, or cause to be kept, all insurance policies presently maintained that are for the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhausted.

Insurance Matters. (a) The Sellers shall use commercially reasonable efforts to keep, or cause to be kept, all insurance policies presently maintained that are for the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to Following the Closing Date, Honeywell the Company and Sellers shall use its reasonable efforts reasonably cooperate with and assist Buyer, at Buyer’s expense, to cause any carriers who have carrier that has underwritten any global global, primary casualty and excess liability insurance policies and any other policies which provides insurance coverage to the Business Company and the Subsidiaries on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to cover the Business Company and the Subsidiaries following the Closing Date for claims arising out of occurrences prior to the Closing Date, subject . The Company and Sellers acknowledge the right of Buyer to access the benefit of insurance for such pre-Closing occurrences under the historic Occurrence Policies which have provided coverage to the Company and the Subsidiaries, to issue notice of claims under any Occurrence Policies in the name of the Company, to present such claims for payment and to collect insurance policy’s proceeds related thereto. (b) At or policies’ terms and conditions. With respect prior to the Occurrence PoliciesClosing, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, Company and the Sellers willSubsidiaries shall purchase a six (6) year extended director’s and officer’s liability, and non-cancelable, tail policy (the “Tail Policy”) (the cost of which shall constitute an Unpaid Transaction Expense), covering acts or omissions occurring on or prior to the Closing Date will cause with respect to those Persons who are currently covered by the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser Company and the Subsidiaries’ comparable insurance policy (including by giving Purchaser access to historical claim information relating a true and complete copy of which has heretofore been Made Available) at limit levels and otherwise on terms with respect to such policies as they relate coverage no less favorable to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits insured than those of any applicable Occurrence Policy may be exhaustedsuch current insurance coverage.

Insurance Matters. (a) The Sellers From and after the Closing, the Transferred Entities and the Business shall use commercially reasonable efforts cease to keepbe insured by the insurance policies of Seller and its Subsidiaries for claims occurring on or after the Closing. With respect to occurrences, acts, omissions, claims, or cause circumstances prior to be kept, all the Closing relating to the Business or the employees and former employees of the Business that are covered by the Seller’s and its Subsidiaries’ occurrence-based insurance policies presently maintained that are for (the benefit “Retained Seller Insurance Policies”), following the Closing, the Purchaser may submit to Seller and Seller shall (and shall cause its Subsidiaries to), on behalf of the Business, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate as of the Closing Date make claims under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that Retained Seller Insurance Policies subject to the terms and conditions of the applicable Occurrence such Retained Seller Insurance Policies and pay to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date Purchaser the amounts received by the Seller or any of its Subsidiaries in respect of such claims arising under such Retained Seller Insurance Policies, to the extent such coverage and limits are available under such policies prior and programs; provided, however, that the Purchaser shall indemnify the Seller and its Subsidiaries for, and pay to them the Closing Dateamount of any reasonable and documented out-of-pocket fees and expenses or other Losses (including any increased insurance premiums) incurred by the Seller and its Subsidiaries in connection with or as a result of the making of any such claims. Nothing in this Section 5.16(a) shall require the Seller to continue any Retained Seller Insurance Policy or prevent the Seller from amending the terms of or terminating any such Retained Seller Insurance Policy. (b) Prior to the Closing Dateto, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policiesbut effective upon, the Sellers shallconsummation of the Merger, the Seller shall purchase, and shall cause their Affiliates tomaintain in effect for a period of six (6) years thereafter, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedD&O Insurance.

Insurance Matters. (a) The Sellers shall use commercially reasonable efforts to keep, or cause to be kept, all insurance policies presently maintained that are for the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to the Closing DateClosing, Honeywell each of the SunGard Entities and the Company shall, and shall cause their respective Affiliates to, use its their respective commercially reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and of the SunGard Entities, the Company or any other policies of their respective Affiliates which provides provide insurance coverage (on an occurrence-based or claims-made basis) to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (Business, the “Occurrence Policies”) Company and its Subsidiaries as of the date hereof to continue to make coverage available to the Business for claims arising Surviving Corporation and its Subsidiaries following the Closing Date for, (i) with respect to occurrence-based insurance policies of the SunGard Entities or their Affiliates (other than the Company Entities), events or circumstances relating to the Company or its Subsidiaries that occurred or existed on or prior to the Closing Datethat are covered by such insurance policies, subject and (ii) with respect to claims-made insurance policies of the SunGard Entities or their respective Affiliates (other than the Company Entities), any open claims against such insurance policies relating to Losses suffered by the Business, the Company and its Subsidiaries on or prior to the insurance policy’s Closing (collectively clause (i) and (ii), “Reimbursable Insurance Claims”). The SunGard Entities agree to use commercially reasonable efforts in a manner consistent with past practices prior to the Closing to recover or policies’ terms pursue recovery for such Reimbursable Insurance Claims and conditionsto deliver the proceeds thereby recovered to the Company. With For a period of three (3) years following the Closing (or, solely with respect to any insurance coverage that specifically applies to any Reimbursable Insurance Claims that have been submitted but remain unresolved or unpaid as of three (3) years following the Occurrence PoliciesClosing, such longer period until such Reimbursable Insurance Claims have been resolved and paid), the Sellers shallSunGard Entities shall not, and shall cause each of their Affiliates torespective Subsidiaries to not, use commercially reasonable efforts to assist Purchaser release, commute, buy-back or otherwise eliminate the Purchased Entities, as applicable, subject coverage available to the terms Company and its Subsidiaries under any such insurance policies. Following the Closing Date, the SunGard Entities and the Company shall cooperate with and assist each other in issuing notices of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such insurance policies, presenting such Reimbursable Insurance Claims for payment and collecting insurance proceeds related thereto. Without limiting the generality of the foregoing, the SunGard Entities, the Company and their respective Subsidiaries shall reasonably cooperate in order to ensure the proper and adequate defense of any litigation matter with respect to the Reimbursable Insurance Claims under any such insurance policies, including by providing access to each other’s relevant business records and other documents, and employees. The SunGard Entities and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell Company shall use commercially reasonable efforts to notify Purchaser where the limits avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to be made so as to preserve any applicable Occurrence Policy may be exhaustedattorney-client or work-product privileges.

Insurance Matters. (a) Buyer acknowledges that the Companies, former Subsidiaries of the Companies, and parties with whom the Companies and such Subsidiaries have done business (collectively, the “Covered Parties”) have been covered for certain periods under insurance policies maintained by the Shareholder or Affiliates of the Shareholder. The Sellers parties acknowledge that the coverage under these policies will cease to apply to the Covered Parties for occurrences after the Closing Date. The Shareholder agrees, and shall use commercially reasonable efforts cause its Affiliates, to keep, or cause allow the Covered Parties to continue to be kept, all covered by the insurance policies presently maintained that are for the benefit of the BusinessShareholder or its Affiliates for pre-Closing occurrences related to the Covered Parties and the Shareholder shall, and shall cause its Affiliates to, maintain such policies and cooperate fully in the processing of claims related to such occurrences as described in the Transition Services Agreement. With respect to any event that occurs on or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate as of before the Closing Date that gives rise to a claim or claims (an “Insurance Claim”) under all such any policy or policies of insurance maintained by the Shareholder or any of its Affiliates (other than policies maintained solely by the Companies) that relate to the assets, business, operations, employees, officers and managers of the Business (the “Insurance Policies”) (each of which is listed on Schedule 5.12 along with the corresponding policy number), the Shareholder shall cooperate or cause its Affiliates to cooperate in a commercially reasonable manner in the making of any such policies solely and directly held by the Purchased Entities; provided that subject to the terms Insurance Claim under any of the applicable Occurrence Policies and Insurance Policies. The Shareholder shall, upon the written request of Buyer, provide to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to Buyer following the Closing Date, true, complete and correct copies of all loss-runs under any insurance policies maintained by the Shareholder or any of its Affiliates which relate to the Business. (b) Prior to the Closing DateShareholder agrees that it will retain Winwood Insurance Company, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an Ltd. (“occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence PoliciesWinwood”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall), and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject to the terms all of the applicable Occurrence Policies, to pursue existing claims assets and assert new claims under such policies, and the Sellers willliabilities associated therewith, and prior to the Closing Date will cause the Purchased Entities totransfer of the stock, cooperate assets and liabilities of Winwood to Shareholder or one of its Affiliates. Shareholder acknowledges that Winwood carried on business primarily as a captive reinsurer, participating in workers compensation, general liability and automotive liability reinsurance contracts, as well as product defect warranty coverage, for the Companies as well as others, and that, although Winwood ceased writing new business in 2002 and canceled all policies effective July 1, 2006, it continues to have actual and contingent liability under policies still in effect. Accordingly, Shareholder agrees and covenants, from and after the date of this Agreement, to timely respond to and pay all claims arising under any such pursuit as reasonably requested by Purchaser (including by giving Purchaser access policies, whether those claims are presented after the date of this Agreement to historical claim information relating one of the Companies, to Buyer or to FBHS or any of its Affiliates, and to indemnify and hold the Companies, Buyer and its Affiliates harmless from any such claims and any Damages arising out of or related to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedclaims.

Insurance Matters. (a) The Sellers Parent and Telemynd agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Effective Time. In no event shall Parent, any other member of the Parent Group or any Parent Indemnitee have Liability or obligation whatsoever to any member of the Telemynd Group in the event that any insurance policy or insurance policy related contract shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Telemynd Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (b) From and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the Telemynd Group prior to the Effective Time, Parent will pursue claims, at Telemynd’s sole cost and expense on behalf of Telemynd (with Telemynd entitled to all Insurance Proceeds resulting from or arising out of any such claims) under Parent’s Policies in place immediately prior to the Effective Time (and any extended reporting periods for claims made Policies) and Parent’s historical Policies, but solely to the extent that such Policies provided coverage for members of the Telemynd Group or the Telemynd Business prior to the Effective Time; provided that such right to require Parent to make claims on behalf of Telemynd under such Policies shall be subject to the terms, conditions and exclusions of such Policies, including but not limited to any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) Telemynd shall provide written notification to Parent of any request for Parent to pursue a claim on behalf Telemynd pursuant to this Section 5.01(b), and Parent shall use commercially reasonable efforts to keeppursue such claim, or cause to be keptat Telemynd’s sole cost and expense, all insurance policies presently maintained that are for as promptly as is reasonably practicable; (ii) Telemynd and the benefit members of the BusinessTelemynd Group shall indemnify, or substantially comparable replacements therefor, in full force hold harmless and effect through reimburse Parent and the Closing. Coverage for the Business shall terminate as members of the Closing Date Parent Group for any deductibles, self-insured retention, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handling fees, and other expenses incurred by Parent or any members of the Parent Group to the extent resulting from any pursuit of claims on behalf of Telemynd or any other members of the Telemynd Group under any insurance provided pursuant to this Section 5.01(b), whether such claims are pursued on behalf of Telemynd, its employees or third Persons; and (iii) Telemynd shall exclusively bear (and neither Parent nor any members of the Parent Group shall have any obligation to repay or reimburse Telemynd or any member of the Telemynd Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such policies other than claims pursued on behalf of Telemynd or any such policies solely and directly held by the Purchased Entities; provided that subject to the terms member of the applicable Occurrence Telemynd Group under the Policies and as provided for in this Section 5.01(b). In the event that any member of the Parent Group incurs any losses, damages or Liability prior to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date or in respect of claims arising under such policies the period prior to the Closing DateEffective Time for which such member of the Parent Group is entitled to coverage under Telemynd’s third-party Policies, the same process pursuant to this Section 5.01(b) shall apply, substituting “Parent” for “Telemynd” and “Telemynd” for “Parent”, including for purposes of the first sentence of Section 5.01(e). (bc) Prior Except as provided in Section 5.01(b), from and after the Effective Time, neither Telemynd nor any member of the Telemynd Group shall have any rights to or under any of the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and Policies of Parent or any other policies which provides member of the Parent Group. At the Effective Time, Telemynd shall have in effect all insurance coverage programs required to comply with Telemynd’s contractual obligations and such other Policies required by Law or as reasonably necessary or appropriate for companies operating a business similar to Telemynd’s. (d) In connection with Parent’s pursuit of a claim on behalf of Telemynd or a member of the Business Telemynd Group under any insurance policy of Parent or any member of the Parent Group pursuant to this Section 5.01, Parent shall not be required to take any action that would be reasonably likely to (i) have a material and adverse impact on the then-current relationship between Parent or any member of the Parent Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or materially reducing coverage, or materially increasing the amount of any premium owed by Parent or any member of the Parent Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of Parent or any member of the Parent Group under the applicable insurance policy. (e) All payments and reimbursements by Telemynd pursuant to this Section 5.01 will be made within forty-five (45) days after Telemynd’s receipt of an “occurrence” basis invoice therefor from Parent. Parent shall retain the exclusive right to control its Policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise covers resolve disputes with respect to any Purchased Assets (of its Policies and programs and to amend, modify or waive any rights under any such Policies and programs, notwithstanding whether any such Policies or programs apply to any Telemynd Liabilities and/or claims Telemynd has made or could make in the “Occurrence Policies”) future, and no member of the Telemynd Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with Parent’s insurers with respect to continue any of Parent’s Policies and programs, or amend, modify or waive any rights under any such Policies and programs. Telemynd shall cooperate with Parent and share such information as is reasonably necessary in order to make coverage available permit Parent to manage and conduct its insurance matters as Parent deems appropriate. Neither Parent nor any member of the Business Parent Group shall have any obligation to secure extended reporting for any claims arising under any Policies of Parent or any member of the Parent Group for any acts or omissions by any member of the Telemynd Group incurred prior to the Closing DateEffective Time. For the avoidance of doubt, subject each Party and any member of its applicable Group has the sole right to settle or otherwise resolve third party claims made against it or any member of its applicable Group covered under an applicable insurance Policy. (f) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the Parent Group in respect of any insurance policy’s policy or policies’ any other contract or policy of insurance. (g) Telemynd does hereby, for itself and each other member of the Telemynd Group, agree that no member of the Parent Group shall have any Liability whatsoever as a result of the Policies and practices of Parent and the members of the Parent Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions. With conditions of any policy, or the adequacy or timeliness of any notice to any insurance carrier with respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser any claim or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical potential claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedor otherwise.

Insurance Matters. (a) The Sellers From and after the Closing, the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall use commercially reasonable efforts to keep, or cause cease to be kept, all insured by any insurance policies presently maintained by Sellers or any of their respective Affiliates (excluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that are Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage any Seller for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies periods prior to the Closing Date. (b) Prior to the Closing DateClosing, Honeywell and such Seller shall use its reasonable best efforts to cause seek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any carriers who have underwritten any global document, agreement, instrument or other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and excess liability insurance policies expense (including, if and any other policies which provides insurance coverage to the Business on an “occurrence” basis extent unpaid and otherwise payable as a result of such recovery, any deductibles or other out-of-pocket expenses required to be paid by Buyer or to the insurer in connection therewith), and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise covers any Purchased Assets (the “Occurrence Policies”paid or reimbursed by Bxxxx) to continue Buyer or a Buyer Designee. For the avoidance of doubt, this covenant shall not apply to make coverage available to the Business for claims arising prior to the Closing Date, subject to the any self-insurance policy’s programs or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and Sellers shall have no obligations with respect thereto from and after the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedClosing.

Insurance Matters. (a) The Sellers shall use commercially reasonable efforts to keepPurchaser acknowledges and agrees that coverage of the Purchased Assets, tangible or cause to be keptintangible personal property, Liabilities, ownership, activities, businesses, operations, officers, employees and agents of the Terminal Operations (the “Covered Assets and Persons”) under all insurance policies presently maintained that are for by Seller and its Subsidiaries (the benefit of the Business“Seller Corporate Policies”), or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate cease as of the Closing Date and the Covered Assets and Persons will be deleted in all respects as insureds (or additional insureds, as the case may be) under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing DateSeller Corporate Policies. (b) Prior to If, after the Closing Date, Honeywell shall use its reasonable efforts Purchaser or Seller (or any of their respective Affiliates) reasonably requires any information regarding claims data or other information pertaining to cause a claim or an occurrence that could reasonably be expected to give rise to a claim (including any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage claims under the Seller Corporate Policies relating to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising periods prior to the Closing DateClosing) in order to give notice to or make filings or claims with insurance carriers or claims adjustors or administrators or to adjust, subject to administer or otherwise manage a claim, then Seller or Purchaser, as the insurance policycase may be, shall provide reasonable assistance at the other’s or policies’ terms sole cost and conditions. With respect to the Occurrence Policies, the Sellers shall, expense and shall cause such information to be supplied to the other (or its designee), to the extent such information is in its possession and control or can be reasonably obtained by Seller or Purchaser (or their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entitiesrespective Affiliates), as applicable, subject promptly upon a written request therefor. In furtherance of the foregoing, if any Third Party requires the consent of Seller or any of its Affiliates to the terms disclosure of the applicable Occurrence Policies, to pursue existing claims and assert new data or information maintained by an insurance company or other Third Party in respect of any claim (including any claims under such policies, and the Sellers will, and any Seller Corporate Policies relating to periods prior to the Closing Date will cause the Purchased Entities toClosing), cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell consent shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may not be exhaustedunreasonably withheld.

Insurance Matters. (a) The Sellers shall use commercially reasonable efforts to keepPurchaser acknowledges that, or cause to be keptupon Closing, all nontransferable insurance coverage provided in relation to Sellers and the Acquired Assets that is maintained by any Seller or its Affiliates other than by the Acquired Subsidiaries themselves, if any, (whether such policies are maintained with third party insurers or with such Seller or its Affiliates (other than with the Acquired Subsidiaries)), shall cease to provide any coverage to Purchaser and the Acquired Assets with respect to post-Closing occurrences related thereto and no further coverage shall be available with respect to such post-Closing occurrences to Purchaser or the Acquired Assets under any such policies; provided, however, that Purchaser shall have the right to make claims and the right to any proceeds with respect to any matter related to the Assumed Liabilities under any insurance policies presently maintained that are for occurrence-based claims pertaining to, arising out of and inuring to the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage any Seller for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies periods prior to the Closing Date. Closing, and Seller shall use reasonable best efforts to seek the maximum recovery or allow Purchaser to seek recovery (bincluding by executing or delivering any document, agreement, instrument or other information as Purchaser may reasonably request to seek such recovery) Prior under such insurance policies, in each case, at Purchaser’s sole cost and expense (including, if and to the Closing Dateextent unpaid and otherwise payable as a result of such recovery, Honeywell shall use its reasonable efforts any deductibles, self-insured retentions or other out-of-pocket expenses required to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage be paid by Purchaser or to the Business on an “occurrence” basis insurer in connection therewith), and Seller shall cooperate with Purchaser’s reasonable requests if it seeks recovery, with respect to such matters and shall remit (or, at Purchaser’s request, direct any such insurer to pay directly to Purchaser) any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the extent not otherwise paid or otherwise covers any Purchased Assets (the “Occurrence Policies”reimbursed by Purchaser) to continue to make coverage available to the Business for claims arising prior to the Closing DatePurchaser or its designee; provided that, subject to compliance with the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policiesconditions of this Section 6.9, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser be liable for any uninsured or the Purchased Entities, as applicable, subject to the terms uncollected amounts of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedclaim(s).

Insurance Matters. (a) The Sellers shall use commercially reasonable efforts to keepPurchaser acknowledges and agrees that, or cause to be kept, all insurance policies presently maintained that are for the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through effective at the Closing. Coverage for , the Business shall terminate as cease to be insured by the Sellers’ and their Affiliates’ insurance policies, including under insurance policies of the Closing Date under all such policies other than any such policies solely Sellers and directly held by their Affiliates covering the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of Business for claims arising under such policies out of occurrences prior to the Closing Date. (b) Prior Subject to Section 11.3(b) of this Agreement (solely with respect to the Closing DatePurchaser’s obligation to make the payments described therein), Honeywell from and after the Closing, the Sellers shall use its reasonable efforts assume all Liability associated with and managerial responsibility for, and none of the Purchaser, the Companies or the Subsidiaries shall have any Liability for or responsibility to cause manage or defend, any carriers who have underwritten any global and excess liability insurance policies and any Proceeding or other policies which provides insurance coverage claim with respect to the Business on an “occurrence” basis Business, the subject matter of which is within the scope of coverage of any insurance policy purchased by Sellers or otherwise covers any Purchased Assets their Affiliates (including the “Occurrence Policies”Companies and the Subsidiaries) prior to continue to make coverage available Closing, which claim is in existence at the Closing or to the Business for claims arising extent (and only to the extent) that such claim arises from any event or circumstance taking place or existing prior to the Closing Date, subject to (the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist “Pre-Closing Insurance Claims”). (c) Purchaser or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Seller promptly in writing upon receipt by Purchaser where the limits of notice of any applicable Occurrence Policy pending or threatened Pre-Closing Insurance Claims for which Seller may or would be exhaustedliable pursuant to Section 11.2(d) of this Agreement. In connection with such Pre-Closing Insurance Claims, Purchaser shall cooperate with the Sellers as Sellers or its counsel may reasonably require, including, without limitation, with respect to the following matters: (i) defense of claims and mitigation of damages, (ii) investigation of claims by any third party administrator thereof, (iii) the preservation of relevant documentation, including electronic documents, and physical evidence, (iv) making the employees of Purchaser and the Companies available for depositions and for trial, (v) the preparation and filing of documents submitted in court and alternative dispute resolution proceedings, (vi) worker’s compensation claims, and (vii) access to employment records, wage information, accident and incident investigation reports and photographs related to any such claims. The failure of Purchaser to comply with any of its obligations under this Section 7.5(c) shall not relieve the Sellers of any obligations that it may have under Section 11.2(d) of this Agreement, except to the extent (and then only to the extent) the Sellers are prejudiced thereby. (d) Subject to the parties’ obligations under Section 11.2(d) and 11.3(b) of this Agreement, as applicable, with respect to any claims or losses for which Sellers are retaining liability under this Section 7.5, Sellers shall be entitled to retain any and all monetary recoveries related to such retained liability, including, but not limited to, any refunds owed by virtue of overpayment by any claims administrator, subrogation recoveries, second injury fund recoveries, recoveries from indemnifications, defenses and contribution, third party claims, counterclaims, and cross claims. In the event that such monetary recoveries are paid to or otherwise received by Sellers, Sellers shall be entitled to retain them. In the event that such monetary recoveries are paid to or otherwise received by Purchaser, Purchaser shall remit such monetary recoveries to Sellers as soon as practicable; provided that, in the event that Purchaser does not remit such monetary recoveries to Sellers with thirty (30) days of the receipt thereof, Purchaser shall pay to Sellers, in addition to such monetary recoveries, interest at the sum of the prime rate plus one percent, calculated from the date of receipt of such monetary recoveries.

Insurance Matters. (a) Prior to the date hereof, the Seller has maintained insurance policies for the benefit of itself and its Affiliates covering certain liabilities relating to claims arising out of occurrences or acts occurring prior to the Closing (excluding the REV D&O Policy Coverage, the “Insurance Coverage”). The Sellers Seller agrees to take such action as may be reasonably necessary to maintain the Insurance Coverage after the Closing and not to voluntarily relinquish or terminate such Insurance Coverage. To the extent that any claim, whether known or unknown, arising out of any act, omission, occurrence, fact or circumstance existing or occurring prior to the Closing is made against (y) the Company at any time (whether prior to or after the Closing) or (z) Buyer following the Closing and the Insurance Coverage by its terms applies to such claim (any such claim, an “Insurance Coverage Claim”), the Seller shall, upon Xxxxx’s request and at Buyer’s expense, submit such Insurance Coverage Claim to the applicable insurer(s) under any applicable Insurance Coverage and shall use commercially reasonable efforts to keep, or cause to be kept, all insurance policies presently maintained that are for obtain the benefit maximum recovery from the provider of the Businessapplicable Insurance Coverage. In addition, or the Seller agrees to cooperate with Buyer to make any benefits provided by the Insurance Coverage available to Buyer (subject to the terms and conditions of such Insurance Coverage) and continue, from and after the Closing, to process such Insurance Coverage Claims in the ordinary course of business in substantially comparable replacements therefor, in full force and effect through the same manner as similar claims were processed prior to the Closing. Coverage for In the Business shall terminate as event that the Seller receives any proceeds of the Closing Date under all such policies other than Insurance Coverage with respect to any such policies solely and directly held by the Purchased Entities; provided that Insurance Coverage Claims thereunder, subject to the right of offset with respect to undisputed Recovery Costs provided for in this Section 6.08(a), the Seller shall promptly pay to Buyer, in immediately available funds, the amount of such proceeds of Insurance Coverage that it so receives. Notwithstanding anything to the contrary set forth herein, Xxxxx agrees that it shall be responsible for any deductible under the terms of the applicable Occurrence Policies Insurance Coverage and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior (solely to the Closing Dateextent (and then only to the extent) incurred at the written direction, or with the prior written consent, of Buyer; provided, that for the avoidance of doubt, any request by Buyer to submit an Insurance Coverage Claim shall constitute written direction by, and the prior written consent of, Buyer for Seller to incur the out-of-pocket costs and expenses necessary to file such claim) any out-of-pocket costs and expenses (including the out-of-pocket costs of filing a claim and reasonable attorneys’ fees in pursuit of such claim) actually incurred by Seller or any of its Affiliates in furtherance of any Insurance Coverage Claim (such costs and expenses, “Recovery Costs”); provided, that, for the avoidance of doubt, and notwithstanding anything in this Section 6.08(a) to the contrary, in the event any Buyer Indemnified Person brings a claim under Section 7.02(a)(i) with respect to a breach by Seller or any of its Affiliates of any covenant or agreement set forth in this Section 6.08(a) then neither Seller nor any of its Affiliates shall be entitled repayment, reimbursement or recovery of any Recovery Costs incurred in connection with such claim under Section 7.02(a)(i). Buyer shall, or shall cause the Company to, reimburse Seller and its Affiliates promptly upon Seller’s written request (and in any event within ten (10) Business Days of receipt of an invoice from Seller that is not disputed by Buyer in good faith) for all Recovery Costs that are not disputed by Buyer in good faith. Xxxxx agrees that the Seller shall have the right to offset any unpaid Recovery Costs that are not disputed by Xxxxx in good faith against any proceeds of the Insurance Coverage with respect to any Insurance Coverage Claims that would otherwise be payable to Buyer. To the extent permitted under the Insurance Coverage, the insurance policies of the Seller and its Affiliates shall be primary, and the insurance policies of the Buyer shall be secondary, when responding to any Insurance Coverage Claims. (b) Prior Buyer acknowledges that effective as of the Closing, the Seller intends to remove the Company and the Company’s assets from the Insurance Coverage to the extent that the Insurance Coverage relates to any occurrences arising after the Closing Date(“Post-Close Occurrences”). Accordingly, Honeywell Buyer acknowledges that no Insurance Coverage shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage be available to Buyer or the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With Company with respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under any such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedPost-Close Occurrences.

Insurance Matters. (a) The Sellers Xxxxxx and Grafiti agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Effective Time. In no event shall Parent, any other member of the Parent Group have Liability or obligation whatsoever to any member of the Grafiti Group in the event that any insurance policy or insurance policy related contract shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Grafiti Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (b) From and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the Grafiti Group prior to the Effective Time, Parent will pursue claims, at Xxxxxxx’s sole cost and expense on behalf of Grafiti (with Xxxxxxx entitled to all Insurance Proceeds resulting from or arising out of any such claims) under Parent’s Policies in place immediately prior to the Effective Time (and any extended reporting periods for claims made Policies) and Parent’s historical Policies, but solely to the extent that such Policies provided coverage for members of the Grafiti Group or the Grafiti Business prior to the Effective Time; provided that such right to require Parent to make claims on behalf of Grafiti under such Policies shall be subject to the terms, conditions and exclusions of such Policies, including any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) Grafiti shall provide written notification to Parent of any request for Parent to pursue a claim on behalf Grafiti pursuant to this Section 5.1(b), and Parent shall use commercially reasonable efforts to keeppursue such claim, at Xxxxxxx’s sole cost and expense, as promptly as is reasonably practicable; (ii) Grafiti and the members of the Grafiti Group shall indemnify, hold harmless and reimburse Parent and the members of the Parent Group for any deductibles, self- insured retention, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handling fees, and other expenses incurred by Parent or any members of the Parent Group to the extent resulting from any pursuit of claims on behalf of Grafiti or any other members of the Grafiti Group under any insurance provided pursuant to this Section 5.1(b), whether such claims are pursued on behalf of Grafiti, its employees or third Persons; and (iii) Grafiti shall exclusively bear (and neither Parent nor any members of the Parent Group shall have any obligation to repay or reimburse Grafiti or any member of the Grafiti Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such claims pursued on behalf of Grafiti or any member of the Grafiti Group under the Policies as provided for in this Section 5.1(b). In the event that any member of the Parent Group incurs any losses, damages or Liability prior to or in respect of the period prior to the Effective Time for which such member of the Parent Group is entitled to coverage under Grafiti’s third-party Policies, the same process pursuant to this Section 5.1(b) shall apply, substituting “Parent” for “Grafiti” and “Grafiti” for “Parent”, including for purposes of the first sentence of Section 5.1(e). (c) Except as provided in Section 5.1(b), from and after the Effective Time, neither Grafiti nor any member of the Grafiti Group shall have any rights to or under any of the Policies of Parent or any other member of the Parent Group. At the Effective Time, Grafiti shall have in effect all insurance programs required to comply with Xxxxxxx’s contractual obligations and such other Policies required by Law or as reasonably necessary or appropriate for companies operating a business similar to Grafiti’s. (d) In connection with Xxxxxx’s pursuit of a claim on behalf of Grafiti or a member of the Grafiti Group under any insurance policy of Parent or any member of the Parent Group pursuant to this Section 5.1, Parent shall not be required to take any action that would be reasonably likely to (i) have a material and adverse impact on the then-current relationship between Parent or any member of the Parent Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or materially reducing coverage, or materially increasing the amount of any premium owed by Parent or any member of the Parent Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of Parent or any member of the Parent Group under the applicable insurance policy. (e) All payments and reimbursements by Grafiti pursuant to this Section 5.1 will be made within 45 days after Xxxxxxx’s receipt of an invoice therefor from Parent. Parent shall retain the exclusive right to control its Policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its Policies and programs and to amend, modify or waive any rights under any such Policies and programs, notwithstanding whether any such Policies or programs apply to any Grafiti Liabilities or claims Grafiti has made or could make in the future, and no member of the Grafiti Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with Parent’s insurers with respect to any of Parent’s Policies and programs, or amend, modify or waive any rights under any such Policies and programs. Grafiti shall cooperate with Parent and share such information as is reasonably necessary in order to permit Parent to manage and conduct its insurance matters as Parent deems appropriate. Neither Parent nor any member of the Parent Group shall have any obligation to secure extended reporting for any claims under any Policies of Parent or any member of the Parent Group for any acts or omissions by any member of the Grafiti Group incurred prior to the Effective Time. For the avoidance of doubt, each Party and any member of its applicable Group has the sole right to settle or otherwise resolve third party claims made against it or any member of its applicable Group covered under an applicable insurance Policy. (f) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the Parent Group in respect of any insurance policy or any other contract or policy of insurance. (g) Grafiti does hereby, for itself and each other member of the Grafiti Group, agree that no member of the Parent Group shall have any Liability whatsoever as a result of the Policies and practices of Parent and the members of the Parent Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, or the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. (h) For 5 years after the Effective Time, each of Parent and Grafiti shall cause to be kept, all insurance policies presently maintained that are for in effect the benefit same or no less favorable (in the aggregate) provisions in its respective articles of the Business, incorporation and bylaws or substantially comparable replacements therefor, governing documents in full force and effect through the Closing. Coverage for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely Effective Time regarding elimination of liability, indemnification of officers and directly held by the Purchased Entitiesdirectors and advancement of expenses; provided that subject this clause (h) shall not be deemed to the terms of the applicable Occurrence Policies and to Section 6.12(b)prevent any merger, Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Dateliquidation or similar transaction. (b) Prior to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhausted.

Insurance Matters. (a) The Sellers shall use commercially reasonable efforts to keep, or cause to be kept, all insurance policies presently maintained that are for the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through Following the Closing. Coverage for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers and Seller Parent shall, and shall cause their Affiliates to, provide Buyer and its Affiliates (including the Company Entities) access to, upon reasonable request, information with respect to all insurance policies that have provided coverage to any Company Entity or the Business prior to Closing and that provide for coverage on an occurrence basis such that Buyer and its Affiliates (including the Company Entities) may seek coverage thereunder following the Closing for claims that arise out of operations of the Company Entities or the Business prior to Closing (the “Pre-Closing Claims”). Such insurance, to the extent provided in the applicable policies, shall be available to cover the Liabilities of the Company Entities and the Business to the extent any Pre-Closing Claims are asserted by Buyer and its Affiliates (including the Company Entities) following the Closing, subject in each case to the terms and limitations of such policies. The Sellers and Seller Parent shall use their commercially reasonable efforts to assist Purchaser cooperate with Buyer and its Affiliates (including the Company Entities) in any of their efforts to avail themselves of coverage under any such applicable insurance policies therefrom with respect to Pre-Closing Claims. From and after the Closing Date, (i) the Company Entities shall cease to be insured by, have access or availability to, be entitled to make claims on, be entitled to claim benefits or seek coverage under, any of Sellers’ or their Affiliates insurance policies or any of their self-insured programs, and (ii) Buyer shall be solely responsible for obtaining or providing insurance coverage for the Purchased EntitiesCompany Entities for any event or occurrence after the Closing. (b) Buyer acknowledges and agrees that effective upon the Closing, the directors’ and officers’ and company liability insurance policy or policies provided for directors and officers of the Company Entities or any Seller as applicable, subject of the date hereof (the “D&O Policies”) of Sellers and their Affiliates related to the terms Company Entities and the Business shall exclude therefrom coverage of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, Company Entities and the Sellers willBusiness and Buyer shall be obligated at or before Closing to independently obtain (at its sole cost and expense) insurance in replacement of the D&O Policies with respect to the Company Entities. (c) Buyer agrees that all rights to exculpation, advancement of expenses and indemnification for acts or omissions occurring at or prior to the Closing Date will and now existing in favor of any individual who, at any time prior to the Closing, (i) is or was a director, manager or officer of any Company Entity or (ii) at the request of any Company Entity served as a director, manager, officer, agent, fiduciary or trustee of another entity, as provided in the respective Governing Documents of the Company Entity made available to Buyer or under applicable Law shall survive the Closing and be an obligation of the Company and shall continue in full force and effect until the date that is six (6) years after the Closing; provided that, Seller and Seller Parent shall be the indemnitors of first resort with respect to all such individuals. For a period of six (6) years after the Closing, Buyer shall cause the Purchased applicable provisions of the Governing Documents of the Company Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating provide for indemnification rights with respect to such policies individuals that are no less favorable as they relate to provided for in the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where Governing Documents of the limits of any applicable Occurrence Policy may be exhaustedCompany Entities as in effect on the date hereof.

Insurance Matters. (a) The Sellers From and after the Closing, Purchaser shall use commercially reasonable efforts cause the Company and its Subsidiaries to keep(and the Company and its Subsidiaries shall ) fulfill and honor in all material respects the obligations of the Company and its Subsidiaries pursuant to any indemnification, exculpation from liability or cause advancement of expenses provisions under the Charter Documents of the Company (the current and former officers and directors of the Company or any Subsidiary of the Company, and all other persons entitled to be kept, all insurance policies presently maintained that are for indemnified pursuant to such provisions or agreements being referred to collectively as the benefit "D&O Indemnified Parties"). Purchaser shall cause the Charter Documents of the BusinessCompany to contain provisions no less favorable with respect to indemnification, or substantially comparable replacements therefor, exculpation from liability and advancement of expenses of the D&O Indemnified Parties than are set forth in full force and effect through the Closing. Coverage for the Business shall terminate Company's Charter Documents as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect six (6) years after the Closing Date in respect any manner that could adversely affect the rights thereunder of claims arising under any D&O Indemnified Party, unless such policies prior to amendment, modification or repeal is required by applicable Law after the Closing DateClosing. (b) Prior The Seller shall not terminate the E&O Policy until the end of the current term thereof and shall comply with the requirements of the E&O Policy necessary to keep such policy in effect for the current term thereof. In the event the E&O Policy terminates for any reason, the Seller shall replace such policy with a substantially equivalent policy under which the Company and its Subsidiaries are additional named insureds; provided, however that the cost of the premium for doing so does not exceed 300% of the amount of the original premium cost. Following Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ applicable terms and conditions. With respect conditions of the E&O Policy: The Company and its Subsidiaries shall be entitled to submit claims under the E&O Policy directly to the Occurrence Policiesinsurer or, at the Company's option, indirectly through the Seller. In the event that the Company and its Subsidiaries submit a claim under the E&O Policy directly to the insurer, the Sellers shall, Company and its Subsidiaries shall cause their Affiliates to, use commercially reasonable efforts provide a simultaneous copy of such claim to assist Purchaser or Seller. In the Purchased Entities, as applicable, subject event the Company elects to the terms submit a claim on behalf of the applicable Occurrence PoliciesCompany and its Subsidiaries indirectly through the Seller, to pursue existing claims and assert new claims under such policies, the Seller and the Sellers will, and prior Company shall work together in good faith to ensure that the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim Seller has all required information relating related to such policies claim necessary for submission thereof and the Seller shall submit and pursue such claim in the same manner as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits it would in respect of any applicable Occurrence Policy may be exhausteda claim on behalf of a Seller Subsidiary.

Insurance Matters. Prior to the Closing, Sellers have maintained the Insurance Policies for the benefit of Sellers and the Business provided by third-party insurers for liabilities of Sellers (athe “Existing Liabilities”) The arising out of occurrences on or prior to the Effective Time (the “Insurance Coverage”). Sellers shall take commercially reasonable action to maintain the Insurance Coverage after the Closing for the benefit of the Buyer and not to voluntarily relinquish or terminate such Insurance Coverage. To the extent that any claim, loss or damage with respect to such Existing Liabilities that arises out of any matter, act, event, omission, occurrence, fact or circumstance existing or occurring on or prior to the Effective Time is made against Buyer, and the Insurance Coverage by its terms applies to such claim, loss or damage (any such claim, loss or damage, an “Insurance Coverage Claim”), upon Buyer’s request, Sellers shall submit such Insurance Coverage Claim upon becoming aware thereof to the insurer under the applicable Insurance Policy for potential payment, and shall use commercially reasonable efforts to keep, or cause to be kept, all insurance policies presently maintained that are for obtain the benefit maximum recovery from the provider of the Businessrelated Insurance Coverage. In addition, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject Sellers agree to the terms of the applicable Occurrence Policies cooperate with Buyer and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or make the Purchased Entities, as applicable, benefits of the Insurance Coverage available to Buyer (subject to the terms and conditions of such Insurance Coverage) and use commercially reasonably efforts to continue, from and after the Closing, to process such Insurance Coverage Claims in the ordinary course of business in substantially the same manner as similar claims were processed prior to the Closing. In case of the dissolution of either Seller, such Seller will use commercially reasonably efforts to obtain, prior to such dissolution, the written consent of the applicable Occurrence Policies, Seller’s insurance carriers with respect to pursue existing claims and assert new claims such Insurance Coverage permitting Buyer to seek recovery under such policiesInsurance Coverage for any claim, and the Sellers willloss or damage that arises out of any matter, and act, event, omission, occurrence, fact or circumstance existing or occurring on or prior to the Closing Date will cause the Purchased Entities toEffective Time. Furthermore, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell Sellers shall use commercially reasonable reasonably efforts to notify Purchaser where the limits name Buyer as an additional named insured with respect to any post-closing claim, loss or damage against or to Buyer that arises out of any applicable Occurrence Policy may be exhaustedmatter, act, event, omission, occurrence, fact or circumstance existing or occurring on or prior to the Effective Time. In the event that (i) either Seller receive any proceeds of the Insurance Coverage with respect to any Insurance Coverage Claims thereunder and (ii) such claim has been paid by the Buyer, such Seller shall promptly pay or reimburse the Buyer with respect to the amount so paid by the Buyer. Notwithstanding the foregoing, this Section 8.8 is not intended to, and shall not, impair or limit the indemnification rights of Buyer Indemnified Parties and Seller Indemnified Parties under Article VIII hereof.

Insurance Matters. (a) The Sellers From the date hereof until the Closing, the Seller shall use commercially reasonable efforts to keep, promptly notify each insurance carrier of any insurance policy held by the Seller or cause to be kept, all insurance policies presently maintained that are any of its Subsidiaries for the benefit of the BusinessBusiness of any claim relating to the Business that reasonably could be expected to be covered under such insurance policy. In addition, or substantially comparable replacements therefor, in full force and effect through prior to the Closing. Coverage , the Seller shall use its commercially reasonable efforts to cause the Lionbridge Group’s cyber insurance policy to be amended or endorsed (or shall obtain run-off coverage), at the Purchaser’s expense, to provide insurance coverage for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject Acquired Companies with respect to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies occurrences prior to the Closing Date. for a period of six (b6) Prior years following the Closing. Following the Closing, upon the Purchaser’s reasonable request and only to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability extent that the applicable insurance policies and provide any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policiescoverage, the Sellers Seller shall, and shall cause their Affiliates its Subsidiaries to, use commercially reasonable efforts to, after the Closing, on behalf of the Purchaser and its Affiliates, at the Purchaser’s sole cost and expense, file, notice and otherwise continue to assist Purchaser or the Purchased Entities, as applicable, subject pursue any claims (including using commercially reasonable efforts to assert and maintain such claims) and recover proceeds under the terms of the applicable Occurrence Policiesany insurance policies for any covered loss, to pursue existing claims and assert new claims Liability or damage under such policies, and the Sellers will, and insurance policies arising out of an occurrence prior to the Closing Date will cause or arising out of an act, error or omission that forms the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical basis of a claim information relating to such policies as they relate made against the Business prior to the BusinessClosing. To the extent the Seller or any of its Subsidiaries receives a cash payment following the Closing from any insurance carrier for any such insurance claims, then the Seller shall promptly remit any such cash payment to the Purchaser; provided, however, that such cash payment shall be (i) and Honeywell shall use commercially reasonable efforts to notify Purchaser where reduced by the limits amount of any applicable Occurrence Policy may be exhausteddeductibles and copayment provisions, any out-of-pocket costs of collection or any payment or reimbursement obligations of the Seller or any of its Subsidiaries in respect thereof and (ii) net of the amount of any related Tax costs.

Insurance Matters. If, following the Closing, the Company Entities suffer any Losses which Purchaser reasonably believes are covered under any insurance policy maintained by or insuring the Company Entities or Seller or any of their Affiliates, including any insurance policy, listed on Section 6.8 of the Disclosure Schedules, that provides coverage with respect to such Losses (a) The Sellers shall collectively, the “Applicable Insurance Policies”), which claim is based on an incident, event, occurrence or accident that took place prior to Closing (each, a “Pre-Closing Insured Event”), then Seller agrees to provide, and to cause its Affiliates and use its commercially reasonable efforts to keepcause its insurance brokers, or cause to be keptagents and third party administrators (collectively, all insurance policies presently maintained that are for the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence PoliciesInsurance Advisors”) to continue to make coverage available provide, reasonable cooperation and assistance to the Business for claims arising prior Company Entities in connection with the submission, adjustment and resolution of any claim made by the Company Entities on or under such Applicable Insurance Policies. Such cooperation by Seller, its Affiliates and the Insurance Advisors shall include providing reasonable access to books, records and documents (including electronically stored information) as the Closing DateCompany Entities reasonably may require in connection with such claims. At the Company Entities’ request, subject pursuant to written notice to Seller, Seller and/or its applicable Affiliates and/or the insurance policy’s Insurance Advisors shall provide notice or policies’ terms submit a claim under any such Applicable Insurance Policy on behalf of the Company Entities, and conditions. With respect to the Occurrence Policies, the Sellers Seller shall, and or shall cause their its applicable Affiliates or Insurance Advisors to, use commercially reasonable efforts to assist Purchaser collect claim amounts requested thereunder, to follow the reasonable and lawful directions of the Company Entities in the prosecution of such claim and cause any such claim proceeds collected to be paid to the Company Entities or, if such claims are denied, to provide such denial in writing, together with a reasonably detailed explanation of the basis therefor, but nothing herein shall require Seller or the Purchased Entities, as applicable, subject any of its Affiliates to commence any lawsuit or arbitration proceeding or otherwise participate in any lawsuit or arbitration proceeding against any insurance company to enforce the terms of any Applicable Insurance Policy (provided that the applicable Occurrence Policiesforegoing limitations shall in no way limit the obligations of Seller and its Affiliates to cooperate with and assist the Company Entities as otherwise provided herein). In addition, to pursue existing claims and assert new claims under such policiesSeller shall not, and the Sellers willshall cause its Affiliates not to, and prior amend, modify or terminate any Applicable Insurance Policy in any manner detrimental to the Closing Date Company Entities or to waive, settle, release or subrogate any claim of the Company Entities without its consent. The Company Entities and Purchaser will cause the Purchased Entities toprovide all such books, cooperate in such pursuit as reasonably requested by Purchaser records and documents (including by giving Purchaser access to historical claim information relating to electronically stored information) and provide such policies cooperation and assistance as they relate Seller reasonably may require in connection with any such Pre-Closing Insured Event. Notwithstanding anything to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where contrary contained in this Section 6.8 or in this Agreement, the limits provisions of this Section 6.8 do not amend, modify, limit or otherwise change in any applicable Occurrence Policy may be exhaustedway Seller’s indemnification obligations contained in ARTICLE 7 of this Agreement.

Insurance Matters. Prior to Closing, the Companies shall: (ai) The Sellers shall use commercially reasonable best efforts to keepsecure waiver of the “change of control” provision in the Investment Banking Errors & Omissions Liability insurance policy issued to the Company Broker-Dealer as first named insured by National Fire & Marine Insurance Company, or cause to be keptPolicy No. 42-EPF-317338, and all insurance policies presently maintained that are for excess thereto (collectively, the benefit “E&O Policies”) from the insurers of the Business, or substantially comparable replacements therefor, E&O Policies and (ii) cause the E&O Policies to continue in full force and effect through the Closing. Coverage for , by way of renewal or extension, on terms and conditions, including limits and retentions, at least as favorable to the Business shall terminate Companies and all other insureds thereunder as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence E&O Policies and to Section 6.12(bas of the date hereof, in the case of (ii), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to extent consistent with the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global ordinary course past practice of the Business. At the Buyer’s sole cost and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policiesexpense, the Sellers shallshall reasonably cooperate with, and shall cause use their Affiliates to, use commercially reasonable efforts to assist Purchaser or assist, the Purchased EntitiesBuyer in obtaining, as applicablein its sole discretion, subject “tail” insurance with respect to any of the material insurance policies covering the Business that are not held by either of the Companies; provided that the Sellers shall not be required to incur any out-of-pocket expense in connection with this Section 4.17 and the Companies shall not be required to incur any out-of-pocket expense in connection with Xxxxx’s efforts to obtain “tail” insurance with respect to the terms material insurance policies covering the Business that are not held by either of the applicable Occurrence PoliciesCompanies. If the Seller incurs any out-of-pocket expense at the Buyer’s reasonable request pre-Closing in connection with the “tail” policy, to pursue existing claims then the Seller shall provide the Buyer with an invoice and assert new claims under such policiessupporting documentation three (3) Business Days before the Closing, and the Sellers will, and prior to the Closing Date will cause Payment shall be adjusted to include the Purchased Entities to, cooperate in amount of such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedout-of-pocket expenses.

Insurance Matters. (a) The Sellers Except as provided in Section 6.5(b), Buyer acknowledges that, upon the Closing, all insurance coverage provided in relation to Seller, the Leased Real Property, or the Acquired Assets transferred in such Closing that is maintained by Seller (whether such policies are maintained with third party insurers or with such Seller) shall cease to provide any coverage to Buyer, the Leased Real Property, or the Acquired Assets transferred in such Closing and no further coverage shall be available to Buyer, the Lease Real Property, or such Acquired Assets under any such policies. (b) Notwithstanding anything to the contrary in this Agreement, Seller shall use commercially reasonable efforts to keepto: (x)(i) assign, or cause to be kept, all insurance policies presently maintained that are for the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms extent assignable, to Buyer the right, power, and authority to make directly to the insurer any request for payment under the Insurance Policies relating to any Assumed Liability or the Acquired Assets or (ii) to the extent Seller is unable to make such assignment, cooperate with Buyer in filing any claims under the Insurance Policies and in the collection of proceeds therefrom, including, where permitted by law and the applicable Occurrence Policies and Insurance Policies, transferring to Section 6.12(b), Occurrence Policies will remain in effect after Buyer the Closing Date in respect of claims arising under such policies prior right to pursue insurance proceeds thereunder related to the Closing Date. (b) Prior to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser Assumed Liabilities or the Purchased EntitiesAcquired Assets, as applicable; and (y) assign, subject to the terms of the applicable Occurrence Policiesextent assignable, to pursue existing Buyer the right to receive any proceeds from such claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to Assumed Liability or Acquired Asset, in the Businesscase of each of the foregoing clauses (x) and Honeywell (y), at Buyer’s sole cost and expense. Any Party receiving a notice under an Insurance Policy with respect to any Assumed Liability or Acquired Asset shall use commercially reasonable efforts to promptly notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedother Parties hereto.

Insurance Matters. From and after the Closing, the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies or self-insurance programs maintained by Sellers or any of their respective Affiliates (aexcluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) The Sellers shall have any access, right, title or interest to or in any such insurance policies or self-insurance programs (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use commercially reasonable efforts to keepseek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or cause other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles, self-insured retentions or other out-of-pocket expenses required to be keptpaid by Sellers or to the insurer in connection therewith), all and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance policies presently maintained that are for proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the benefit of extent not otherwise paid or reimbursed by Buyer) to Buyer or a Buyer Designee. Notwithstanding the Businessforegoing, Sellers’ obligations under this Section 6.02 shall not restrict or substantially comparable replacements thereforlimit their ability to wind-down or otherwise liquidate their estates, in full force each case, after the Closing, including by confirming and effect through consummating a Chapter 11 plan of liquidation or limit their ability to close the Chapter 11 Cases after the Closing. Coverage for the Business Sellers’ obligations under this Section 6.02 shall terminate as of upon the Closing Date under all such policies other than any such policies solely and directly held by the Purchased EntitiesCut-Off Date; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b)that, Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies if elected by Buyer prior to the Closing Date. (b) Prior to the Closing Cut-Off Date, Honeywell Sellers shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or ensure that Buyer shall (at Buyer’s cost and expense) continue to have the Purchased Entities, as applicable, subject to the terms benefit of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhausted.this

Insurance Matters. (a) The Each Buyer acknowledges and agrees that, from and after the Closing, (i) Sellers or their Affiliates will terminate coverage with respect to the DMS Covered Assets and Persons (as defined below) under any and all insurance policies (including property/casualty and workers’ compensation policies) maintained immediately prior to the Closing by Sellers or any of their Affiliates (collectively, “Sellers’ Insurance Policies”), (ii) none of the DMS Covered Assets and Persons will be covered under the Sellers’ Insurance Policies, and (iii) each Buyer shall become solely responsible for procuring, maintaining and paying for all insurance policies with respect to the DMS Covered Assets and Persons; provided, however, that, notwithstanding the foregoing, (1) no such termination of coverage under any “occurrence”-based Sellers’ Insurance Policy (other than any business interruption policy) shall be effected by Sellers or their Affiliates in such a manner as to prevent Buyers from being able to make and pursue after the Closing claims with respect to the DMS Covered Assets and Persons under such “occurrence”-based Sellers’ Insurance Policies for insured losses caused by events, facts or circumstances occurring prior to the Closing to the extent such claims could have been made thereunder immediately prior to the Closing and (2) Sellers and their Affiliates shall use their commercially reasonable efforts prior to the Closing to cause the issuer(s) of any “claims-made” Sellers’ Insurance Policy to permit Sellers and their Affiliates, during an extended reporting and discovery period of 30 days immediately following the Closing, to make claims with respect to the DMS Covered Assets and Persons under such “claims-made” Sellers’ Insurance Policies for insured losses caused by events, facts or circumstances occurring prior to the Closing to the extent such claims could have been made thereunder immediately prior to the Closing. Buyers shall notify Sellers’ and Dynegy in writing of any claim that Buyers desire to make under Sellers’ Insurance Policies that is permitted hereunder as soon as reasonably practicable after Buyers become aware of such claim, setting forth the claim and describing in reasonable detail the basis for and facts and circumstances surrounding the claim. (b) Sellers and their Affiliates shall be entitled to receive and retain any and all amounts paid to insureds pursuant to any Sellers’ Insurance Policy in respect of any business interruption claim relating to the DMS Entities (“BI Proceeds”) in the event the entire period of business interruption occurred on or prior to the Closing. In the event the period of business interruption includes periods prior to and after the Closing Date: (i) Sellers and their Affiliates shall assume any associated waiting period days and be entitled to receive and retain the BI Proceeds attributable to the period on or prior to the Closing Date and (ii) Buyers and the DMS Entities shall assume any associated waiting period days and be entitled to receive and retain the BI proceeds attributable to the period after the Closing Date. To facilitate the foregoing allocation of BI Proceeds, the Seller Parties will use commercially reasonable efforts to keep, or cause have Buyers and the DMS Entities named as additional loss payees as their interests may appear under the Sellers’ Insurance Policies relating to BI Proceeds that Buyers would be kept, all insurance policies presently maintained that are for the benefit entitled to receive pursuant to clause (ii) of the Business, or substantially comparable replacements therefor, in full force this Section 6.5(b). (c) From and effect through after the Closing. Coverage , Buyers shall be responsible for the Business shall terminate as of any and all costs and expenses related to any insurance and/or self-insurance claim filed prior to, on or after the Closing Date under all such policies Sellers’ Insurance Policies (other than with respect to workers’ compensation and auto liability claims, which are the responsibility of Sellers pursuant to Section 6.5(e)), including deductibles, self-insured retentions, claims adjusting expenses, loss conversion factor expenses, retroactive premium adjustments, audits, collateral requirements (including surety bonds and collateral) and associated costs (including replacing any and all outstanding Cash Collateral and/or Support Letters of Credit and/or Additional Credit Support Payments with insurers and/or surety companies in accordance with Section 2.4), uninsured losses, security deposits, legal fees, indemnity benefits, and any other costs or expenses that become due and payable by Sellers or their Affiliates in connection with any such policies solely claims. Buyers shall reimburse Sellers or their Affiliates for these costs and directly held expenses by wire transfer of funds within twenty days of receipt from Sellers or their Affiliates of an invoice therefor in substantially the Purchased Entities; provided that subject to form attached as Schedule 6.5(c). (d) The Parties shall comply with the terms of the applicable Occurrence Policies and to Section 6.12(bSchedule 6.5(d), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (be) Prior to Sellers acknowledge and agree that (i) Sellers are retaining responsibility for any automobile accident or automobile liability claims or any workers’ compensation claims that arise out of the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to conduct of the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s Sellers’ ownership or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims assets and assert new claims under such policies, and properties of the Sellers will, and DMS Entities prior to the Closing Date will and (ii) Sellers shall indemnify and hold harmless Buyers from and against any Indemnifiable Losses incurred by Buyers or the DMS Entities arising out of the claims for which responsibility was retained by Sellers pursuant to clause (i) above. (f) If after the Closing Date Buyers or either Seller (or any of their respective Affiliates) reasonably requires any information regarding claim data or other information pertaining to a claim in order to make filings with insurance carriers or claims adjustors or administrators or to administer or otherwise manage a claim, then Sellers or Buyers, as the case may be, shall cause such information to be supplied to the Purchased Entities toother (or its/their designee), cooperate to the extent such information is in their/its possession and control or can be reasonably obtained by Sellers or Buyers (or their Affiliates), as applicable, promptly upon a written request therefor. If Buyers desires access to and utilization of claims data or information maintained by an insurance company or other third party in respect of any claim, Buyers shall be exclusively responsible for acquiring from such pursuit as reasonably requested by Purchaser insurance company or third party, at Buyers’ sole cost and expense, the rights necessary to permit it to obtain access to and utilization of such claims data or information. (g) The provisions of this Section 6.5 shall not apply to any insurance policies that provide funding for any of Sellers’ Benefit Plans. (h) As used in this Section 6.5, “DMS Covered Assets and Persons” means (i) the DMS Entities, and (ii) the assets, liabilities, ownership, activities, business, operations, directors, officers and employees (including by giving Purchaser access to historical claim information relating to such policies as they relate to the BusinessInclusive Business Employees) and Honeywell shall use commercially reasonable efforts to notify Purchaser where of the limits of any applicable Occurrence Policy may be exhaustedDMS Entities.

Insurance Matters. From and after the Closing, the Purchased Assets, the Assumed Liabilities and the operations and assets and Liabilities in respect thereof, shall cease to be insured by any insurance policies or self-insurance programs maintained by Sellers or any of their respective Affiliates (aexcluding the Purchased Entities), and neither Buyer nor its Affiliates (including the Purchased Entities) The Sellers shall have any access, right, title or interest to or in any such insurance policies or self-insurance programs (including to all claims and rights to make claims and all rights to proceeds) to cover the Purchased Assets, the Assumed Liabilities or the operations or assets or Liabilities in respect thereof; provided, however, that Buyer shall have the right to make claims and shall have the right to any proceeds with respect to the Purchased Assets or the Assumed Liabilities under any insurance policy for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the Closing, and such Seller shall use commercially reasonable efforts to keepseek the maximum recovery or allow Buyer to seek recovery (including by executing or delivering any document, agreement, instrument or cause other information as Buyer may reasonably request to seek such recovery) under such insurance policy, in each case, at Buyer’s sole cost and expense (including, if and to the extent unpaid and otherwise payable as a result of such recovery, any deductibles, self-insured retentions or other out-of-pocket expenses required to be keptpaid by Sellers or to the insurer in connection therewith), all and such Seller shall cooperate with Buyer’s reasonable requests if Buyer seeks recovery, with respect to such matters and shall remit (or, at Buyer’s request, direct any such insurer to pay directly to Buyer) any insurance policies presently maintained that are for proceeds actually obtained therefrom (net of such Seller’s reasonable and documented out-of-pocket costs and expenses of seeking such recovery, to the benefit of extent not otherwise paid or reimbursed by Buyer) to Buyer or a Buyer Designee. Notwithstanding the Businessforegoing, Sellers’ obligations under this Section 6.02 shall not restrict or substantially comparable replacements thereforlimit their ability to wind-down or otherwise liquidate their estates, in full force each case, after the Closing, including by confirming and effect through consummating a Chapter 11 plan of liquidation or limit their ability to close the Chapter 11 Cases after the Closing. Coverage for the Business Sellers’ obligations under this Section 6.02 shall terminate as of upon the Closing Date under all such policies other than any such policies solely and directly held by the Purchased EntitiesCut-Off Date; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b)that, Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies if elected by Buyer prior to the Closing Date. (b) Prior to the Closing Cut-Off Date, Honeywell Sellers shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or ensure that Buyer shall (at Buyer’s cost and expense) continue to have the Purchased Entities, as applicable, subject to benefit of this Section 6.02 following the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedCut-Off Date.

Insurance Matters. From the Closing Date, the coverage under all Insurance Policies related to the Purchased Assets shall continue in force only for the benefit of Seller and its Affiliates and not for the benefit of Buyer or any of their Affiliates or representatives. Buyer agrees to use reasonable best efforts to arrange for its own insurance policies (which may include self-insurance) with respect to the Purchased Assets covering the period after the Closing Date to be bound at or prior to Closing and agrees not to seek, through any means, to benefit from any insurance policies of Seller or any of its Affiliates that may provide coverage for claims relating in any way to the Purchased Assets; provided, however, that, notwithstanding the foregoing, (a) The Sellers this Section 7.15 shall not limit any of Buyer’s rights under Article 10 and (b) from and after the Closing, with respect to any events or circumstances pertaining to the Business that relate to either (i) the period prior to the Closing and are eligible for coverage under any occurrence-based Insurance Policies in effect as of the Closing or (ii) are eligible for coverage under any cyber liability Insurance Policies in effect as of the Closing (such events or circumstances in either (i) or (ii), an “Insurance Matter”), Seller will use (or will cause its Affiliates to use) commercially reasonable efforts to provide Buyer with access to such Insurance Policies and shall reasonably cooperate with Buyer, and take commercially reasonable actions to assist Buyer in submitting and prosecuting claims with respect to such Insurance Matter and collecting proceeds (the “Transitional Claim Assistance”). Further to the foregoing, if Buyer is unable to bind a separate cyber liability insurance policy or other insurance policy covering the Purchased Assets, until Buyer binds such insurance policy or policies (such period the “Transitional Coverage Period”), Seller shall cause Buyer to be expressly named and identified as an additional insured under Seller’s cyber liability or other applicable insurance policy with all of the same rights as Seller thereunder (to the extent such rights can be granted to an additional insured under such policies), including the right to pursue and collect with respect to a claim (the “Transitional Coverage”). Notwithstanding anything to the contrary in this Section 7.15, (x) Buyer shall be responsible for any obligations of Seller with respect to the Transitional Claim Assistance and Transitional Coverage, including any deductibles, retentions, Taxes suffered on the proceeds, or any reasonable out-of-pocket expenses, (y) in no event will the Transition Coverage Period extend beyond the expiration of the service terms in the Transition Services Agreement and (z) in the event that Buyer submits a claim as an additional insured under Seller’s cyber liability or other applicable insurance policy during the Transitional Coverage Period that results in an increase in the premium amount owed by Seller with respect to such policy, Buyer will be solely responsible for paying an amount equal to the difference between the increased premium amount and the premium amount paid by Seller as of the Closing Date for so long as such increased premium amount is in effect. Seller shall (or shall cause its Affiliates to) use commercially reasonable efforts to keep, or cause to be kept, all insurance policies presently maintained that are for the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate provide Buyer with such information as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as is reasonably requested by Purchaser Buyer’s existing cyber liability insurer or other cyber liability insurers and that is readily available to Seller (including by giving Purchaser access or its Affiliates) to historical claim information relating to such policies as they relate to assist Buyer in obtaining cyber liability insurance covering the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedPurchased Assets.

Insurance Matters. (a) The Sellers Subject to the terms and conditions of this Agreement, Parent and SpinCo agree to cooperate in good faith to attempt to implement an orderly transition of applicable insurance coverage from the date hereof through the Effective Time. In no event shall Parent or any other member of the Parent Group or any Parent Indemnitee have any Liability or obligation whatsoever to any member of the SpinCo Group in the event that any Policy or other Policy-related contract shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the SpinCo Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. In connection with the foregoing, SpinCo will (i) if requested by Parent, execute assumption agreements or similar contracts in connection with any Policy and provide for replacement of accounts or collateral, in each case such that Parent is not required to extend payments on behalf of SpinCo in connection with such Policy and (ii) arrange for direct payment of any amounts owed by a member of the SpinCo Group in connection with insurance or self-insurance-related claims arising from SpinCo or any other members of the SpinCo Group. (b) From and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the SpinCo Group prior to the Effective Time that constitutes a SpinCo Liability, at the request of SpinCo, Parent will use commercially reasonable efforts to pursue claims, at SpinCo’s sole cost and expense (to the extent not otherwise covered by applicable insurance policies then in effect prior to the Effective Time), on behalf of the applicable member of the SpinCo Group (with such member of the SpinCo Group entitled to their portion of Insurance Proceeds resulting from or arising out of any such claims) under Available Parent Policies, but solely to the extent that such Available Parent Policies provided coverage for the applicable member of the SpinCo Group prior to the Effective Time; provided that such obligation of Parent to make claims on behalf of the applicable member of the SpinCo Group under such Available Parent Policies shall be subject to the terms and conditions of such Available Parent Policies, including any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) SpinCo shall provide written notification to Parent of any request for Parent to pursue a claim on behalf of the applicable member of the SpinCo Group pursuant to this Section 5.1(b), and Parent shall use commercially reasonable efforts to keeppursue such claim, or cause to be keptat SpinCo’s sole cost and expense, all insurance policies presently maintained that are for the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date.promptly as is reasonably practicable; (bii) Prior to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers SpinCo shall, and shall cause their Affiliates the other members of the SpinCo Group to, use commercially reasonable efforts cooperate with and assist Xxxxxx and the other members of the Parent Group and share such Information as is reasonably necessary in order to assist Purchaser permit Parent and the other members of the Parent Group to manage and conduct the insurance matters contemplated by this Section 5.1; and (iii) SpinCo shall exclusively bear (and neither Parent nor any other member of the Parent Group shall have any obligation to repay or reimburse SpinCo or any other member of the SpinCo Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such claims pursued on behalf of SpinCo or any other member of the SpinCo Group under the Parent Policies as provided for in this Section 5.1(b). In the event an Available Parent Policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the SpinCo Group, on the one hand, and the Parent Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Group submitted to Parent’s insurance carrier(s) (including any submissions prior to the Effective Time). To the extent that the SpinCo Group or the Purchased EntitiesParent Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Parent’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium. Subject to the following sentence, Parent may elect not to reinstate the applicable Available Parent Policy aggregate. In the event that Parent elects not to reinstate the applicable Available Parent Policy aggregate, it shall provide prompt written notice to SpinCo, and SpinCo may direct Parent in writing to, and Parent shall, in such case reinstate the Available Parent Policy aggregate; provided that SpinCo shall be responsible for all reinstatement premiums and other costs associated with such reinstatement. In the event that any member of the Parent Group incurs any losses, damages or Liability prior to or in respect of the period prior to the Effective Time for which such member of the Parent Group is entitled to coverage under the Policies of SpinCo or any other member of the SpinCo Group, the same process pursuant to this Section 5.1(b) shall apply, substituting “Parent” for “SpinCo” and “SpinCo” for “Parent”, as applicable. (c) SpinCo and the other members of the SpinCo Group shall indemnify, subject hold harmless and reimburse Parent and the other members of the Parent Group for any deductibles, self-insured retention, retrospective premium payments, premium adjustments, indemnity payments, settlements, judgments, legal fees, allocated claims expenses, claim handling fees and expenses, administrative costs, personnel time and other expenses incurred by Parent or any other member of the Parent Group in connection with any Parent Policy to the terms extent resulting from the operations or activities of, or the pursuit of any claims on behalf of, SpinCo or any other members of the applicable Occurrence SpinCo Group, whether such expenses arise from SpinCo or any other members of the SpinCo Group, employees of SpinCo or any other members of the SpinCo Group, or Third Parties. (d) Except as provided in Section 5.1(b), from and after the Effective Time, neither SpinCo nor any member of the SpinCo Group shall have any rights to or under any of the Parent Policies. From and after the Effective Time, SpinCo shall maintain in effect all insurance programs required to pursue existing claims comply with the contractual obligations of SpinCo and assert new claims the SpinCo Group and such other Policies required by Law or as reasonably necessary or appropriate for companies operating a business similar to SpinCo’s. (e) In connection with Parent’s pursuit of a claim on behalf of SpinCo or any other member of the SpinCo Group under such policiesany Available Parent Policy pursuant to this Section 5.1, Parent shall not be required to take any action that would be reasonably likely to: (i) have an adverse impact on the then-current relationship between Parent or any member of the Parent Group, on the one hand, and the Sellers willapplicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by Parent or any other member of the Parent Group under the applicable Available Parent Policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of Parent or any other member of the Parent Group under the applicable Available Parent Policy. (f) All payments and reimbursements by SpinCo pursuant to this Section 5.1 shall be made within thirty (30) days after SpinCo’s receipt of an invoice therefor from Parent. If Parent incurs costs to enforce SpinCo’s obligations herein, XxxxXx agrees to indemnify and hold harmless Parent for such enforcement costs, including reasonable attorneys’ fees pursuant to Section 4.6. Parent shall retain the exclusive right to control the Parent Policies and the insurance programs of Parent or any other member of the Parent Group, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any such Parent Policies and programs and to amend, modify or waive any rights under any such Parent Policies and programs, notwithstanding whether any such Parent Policies or programs apply to any SpinCo Liabilities and/or claims SpinCo has made or could make in the future, and no member of the SpinCo Group shall erode, exhaust, settle, release, commute, buy back or otherwise resolve disputes with insurers of Parent or any other member of the Parent Group with respect to any of the Parent Policies and the insurance programs of Parent or any other member of the Parent Group, or amend, modify or waive any rights under any such Parent Policies and programs. No member of the Parent Group shall have any obligation to secure extended reporting for any claims under any Parent Policy for any acts or omissions of any member of the SpinCo Group incurred prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit Effective Time. (g) This Agreement shall not be considered as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits an attempted assignment of any applicable Occurrence Policy may or other Policy-related contract and shall not be exhaustedconstrued to waive any right or remedy of any member of the Parent Group in respect of any Policy or other Policy-related contract. (h) SpinCo does hereby, for itself and each other member of the SpinCo Group, agree that no member of the Parent Group shall have any Liability whatsoever as a result of the Parent Policies or the insurance practices of Parent or any other member of the Parent Group as in effect at any time, including as a result of the level or scope of any insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, or the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) The Sellers Except as set forth in Section 5.12(b), Honeywell shall use its commercially reasonable efforts to keep, or cause to be kept, all insurance policies presently maintained that are for material to the benefit conduct of the Businessbusinesses of the Company and its Subsidiaries and their properties, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage Except with respect to the Occurrence Policies, as defined in Section 5.12(b), coverage for the Business Company and its Subsidiaries shall terminate as of the Closing Date under all such policies other than any such policies solely and not directly held by the Purchased Entities; provided that subject to the terms Company or any of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Dateits Subsidiaries. (b) Prior to the Closing Date, Honeywell shall use its commercially reasonable efforts to cause any carriers who have underwritten any global global, primary casualty and excess liability insurance policies and any other policies which provides insurance coverage to the Business Company and its Subsidiaries on an “"occurrence” " basis or otherwise covers any Purchased Assets (the “Occurrence Policies”"OCCURRENCE POLICIES") to continue to make coverage available to the Business Company and its Subsidiaries following the Closing Date for claims arising out of occurrences prior to the Closing Date. Honeywell acknowledges (without making any representation with respect to such Occurrence Policies, except as set forth in Section 3.18) the right of Purchaser for access to the benefit of insurance for such pre-Closing occurrences under the historic Occurrence Policies which have provided coverage to the Company and its Subsidiaries. Following the Closing Date, each of the parties shall reasonably cooperate with and assist the other party, at such other party's expense, in issuing notice of claims under the Occurrence Policies, presenting such claims for payment and collecting insurance proceeds related thereto; PROVIDED, HOWEVER, that any right that Purchaser shall have under the policies shall be limited to the terms and conditions set forth therein. Purchaser shall promptly reimburse Honeywell and its Affiliates (other than the Company and its Subsidiaries) for any out-of-pocket costs and expenses incurred by any of Honeywell or such Affiliates in connection with Honeywell's obligations under this Section 5.12(b) (including any out-of-pocket costs and expenses incurred in connection with maintaining or replenishing any loss fund or similar arrangement required under the Occurrence Policies) (it being understood that Purchaser shall use its commercially reasonable efforts to cause Purchaser or one of its Subsidiaries to be substituted for Novar Inc. with respect to the portion of any loss fund or similar arrangement associated with the SPS Business (and cause Novar Inc. to be released with respect to such portion)). (c) On or prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where cause the limits underwriters and insurers of any applicable Occurrence Policy may fiduciary liability policies and directors & officers liability insurance policies which provide insurance coverage to any officer, director or employee of the Company and any of its Subsidiaries (collectively, the "D&O POLICIES") to provide quotations for extended coverage to individuals who will be exhaustedofficers, directors or employees of the Company or any of its Subsidiaries following the Closing for a period of up to six (6) years on a "trailing" or "run-off" basis on terms no less favorable (as determined by the parties acting reasonably) to such D&O Policies maintained in effect by Honeywell or its Affiliates on the date hereof (the "RUN-OFF COVERAGE"). Before entering into any agreement with respect to Run-Off Coverage, Honeywell shall obtain Purchaser's consent to purchase such Run-Off Coverage. Any such purchase shall be at Purchaser's sole cost and expense. Amounts paid pursuant to this Section 5.12 shall be disregarded for purposes of preparing the Preliminary Working Capital Statement or calculating the Final Working Capital Statement pursuant to Section 2.3.

Insurance Matters. (a) The Sellers Buyer acknowledges that all policies and insurance coverage maintained on behalf of the Business are part of the corporate insurance program maintained by Seller and its Subsidiaries, and related to businesses other than the Business, in which case, such coverage will not be available or Transferred to Buyer. From and after the Closing Date, the Business shall use commercially reasonable efforts to keep, or cause cease to be kept, all insured by Seller’s or its Subsidiaries’ insurance policies presently maintained that are for or by any of their self-insured programs, and Seller and any of its Subsidiaries may, to be effective at the benefit Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.8. Except as set forth in this Section 6.8, neither Buyer nor any of its Affiliates shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds other than with respect to claims made on behalf of Buyer, its Affiliates or the Business) to cover any assets of Buyer or its Affiliates or any Liability arising from the operation of the Business, or substantially comparable replacements therefor, in full force . From and effect through after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for Buyer and its Affiliates and its operation of the Business. Coverage for Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business under or in respect of any past or current insurance policy under which the Business or any Purchased Asset is covered. Notwithstanding the foregoing, following the Closing, to the extent that Seller or its Affiliates shall terminate be entitled under the terms and conditions of “occurrence” based policies in effect as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject for prior historic periods to the terms of the applicable Occurrence Policies and to Section 6.12(b)coverage for claims made prior to, Occurrence Policies will remain in effect at or after the Closing Date in with respect to any Purchased Asset or Assumed Liability arising out of claims arising under any occurrences covered by such policies occurring prior to the Closing Date. (b) Prior to Closing, upon the Closing Datewritten request of Buyer, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers Seller shall, and shall cause their its Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject Xxxxx in recovering such Losses pursuant to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies. The Buyer shall exclusively bear (and Seller or its Affiliates shall have no obligation to repay or reimburse Buyer for) all deductibles, retentions, premium adjustments or retrospectively rated premiums incurred or paid to procure any such recoveries and uninsured, uncovered, unavailable or uncollectible amounts relating to or associated with such claims. This Section 6.8 shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance, and the Sellers willnothing in this Section 6.8 is intended to waive or abrogate in any way Seller’s or Buyer’s own rights to insurance coverage for any liability, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information whether relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits Seller or any of any applicable Occurrence Policy may be exhaustedits Affiliates or Buyer or otherwise.

Insurance Matters. With respect to (a) The Sellers shall use commercially reasonable efforts to keep, or cause to be kept, all insurance policies presently maintained that are for the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject events relating to the terms of the applicable Occurrence Policies and to Section 6.12(b)Assumed Liabilities, Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior losses or damages (including losses and damages related to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence PoliciesAssets, the Sellers shall, and shall cause Purchased Entities or their Affiliates to, use commercially reasonable efforts to assist Purchaser assets) which occurred or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and existed prior to the Closing Date will cause and which are covered by Seller’s or its Affiliates’ occurrence-based third-party insurance policies, (i) Buyer may promptly notify Seller of any matter that is reasonably expected to give rise to a claim under any such policy (provided, that, the Purchased Entities tofailure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), cooperate in except to the extent that Seller’s ability to pursue such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to or recover under such policies as they relate is actually and materially prejudiced thereby), and (ii) to the Business) extent such claims are permitted by such policies, Seller shall and Honeywell shall cause its Affiliates to make claims, under such policies to the extent such coverage and limits are available under such policies and any insurance proceeds received with respect thereto shall be promptly delivered to Buyer (calculated net of reasonable expenses incurred in procuring such recovery and any increase in premiums or retroactive premium adjustments or chargebacks paid by or on behalf of Seller or its Affiliates as a result of such claims, and taking into account the available coverage under each relevant insurance policy, it being understood that such coverage shall first be available to satisfy other claims of Seller or its Affiliates pending under such policy at the time the claim for the benefit of Buyer is made). Seller agrees to use its commercially reasonable efforts to notify Purchaser where pursue all such claims; provided, however, that Buyer shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) the limits amount of any applicable Occurrence Policy may be exhausteddeductibles associated with claims made under such policies and programs. Buyer and Seller shall cooperate in connection with making such claim and each Party shall provide the other with all reasonably requested information necessary to make such claim. To the extent Seller or its Affiliates receives any property or casualty insurance proceeds after the date hereof in connection with the damage or complete destruction of any Purchased Assets or assets that would have been included in the Purchased Assets but for such damage or complete destruction and were not replaced by Seller or its Affiliates with comparable assets included in the Purchased Assets, Seller shall at or promptly following the Closing (or, if later, promptly following the date received) pay over to Buyer such proceeds, in each case calculated net of reasonable expenses incurred in procuring such recovery and any increase in premiums or retroactive premium adjustments or chargebacks paid by or on behalf of Seller or its Affiliates as a result of such claims.

Insurance Matters. (a) The Sellers During the Interim Period, the Company shall use commercially reasonable efforts to keep, or cause to be kept, (a) maintain all insurance policies presently maintained that are provide coverage for the benefit of the Business, or substantially comparable replacements therefor, Company in full force and effect through at least the Closing. Coverage for close of business on the Business shall terminate Closing Date with terms, conditions, retentions and limits of liability that are consistent with any such policies in effect as of the Closing Date under date hereof; and (b) renew or provide for the renewal of all such policies other than any such policies solely and directly held that by the Purchased Entities; provided that subject their terms will expire prior to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect through at least the close of claims arising under such policies prior to business on the Closing Date. (b) Prior to the Closing DateClosing, Honeywell the Company shall use its reasonable efforts to cause any carriers who have underwritten any global obtain and excess liability fully pay for “tail” insurance policies with a claims period of at least six (6) years from the Effective Time with at least the same coverage and any other policies which provides insurance coverage amount and containing terms and conditions that are not less advantageous to the Business on an “occurrence” basis directors and officers of the Company as the Company’s existing policies with respect to claims arising out of or otherwise covers any Purchased Assets relating to events which occurred before or at the Effective Time (including in connection with the transactions contemplated by this Agreement) (the “Occurrence PoliciesD&O Tail Policy”) to continue to make coverage available ). The Company shall bear the cost of the D&O Tail Policy, and such costs, to the Business for claims arising extent not paid prior to the Closing DateClosing, subject to shall be included in the insurance policy’s or policies’ terms and conditionsdetermination of Transaction Expenses. With respect to During the Occurrence Policiesterm of the D&O Tail Policy, the Sellers shall, Parent shall not (and shall cause the Surviving Corporation not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived; provided, that neither Parent, the Surviving Corporation nor any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such D&O Tail Policy. Each Shareholder, by such Shareholder’s execution and delivery of a Letter of Transmittal and/or the Written Consent, shall acknowledge and agree that, from and after the Closing, none of Parent, the Company or any of their respective Affiliates toshall have any obligation to indemnify, use commercially reasonable efforts to assist Purchaser defend or the Purchased Entitieshold harmless any director, as applicable, subject to the terms officer or shareholder of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and Company in respect of events that occurred prior to the Closing Date will cause Effective Time (it being the Purchased Entities to, cooperate intent of the parties that the D&O Tail Policy shall be the sole and exclusive remedy of such Persons in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate respect of events that occurred prior to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedEffective Time).

Insurance Matters. (a) The Sellers From and after the Distribution Time, the Seattle Group and the Seattle Business shall use commercially reasonable efforts to keep, or cause cease to be keptinsured by Houston’s Insurance Policies. For the avoidance of doubt, Houston shall retain all insurance policies presently maintained rights to control its Insurance Policies, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its Insurance Policies notwithstanding whether any such Insurance Policies apply to any Liabilities of any member of the Seattle Group. Seattle shall be responsible for securing all Insurance Policies that are it considers appropriate for the benefit Seattle Business and the operation thereof by the Seattle Group and for promptly providing evidence thereof, as may be required, to third parties under any Contract. Seattle agrees to arrange for its own Insurance Policies with respect to the Seattle Business and the Seattle Group covering all periods. Seattle agrees, on behalf of itself and each member of the BusinessSeattle Group, from and after the Distribution Time, not to seek through any means to benefit from and not to assert any right, claim or substantially comparable replacements thereforinterest in, in full force and effect through the Closing. Coverage for the Business shall terminate as to or under, any Insurance Policies of any member of the Closing Date Houston Group, except as permitted under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b7.3(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to For any claim asserted against Seattle or any Seattle Subsidiary after the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on Distribution Time arising out of an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising occurrence taking place prior to the Distribution Effective Time (“Post-Closing DateClaims”), subject Seattle and each Seattle Subsidiary may access coverage under the Pre-Closing Occurrence-Based Policies to the extent such insurance policy’s or policies’ terms coverage exists and conditions. With respect provides coverage, without cost to Houston and its Subsidiaries (except to the Occurrence Policiesextent acting as insurer under the relevant Pre-Closing Occurrence-Based Policy), for such Post-Closing Claim. Houston and its Subsidiaries (as applicable) shall reasonably cooperate with Seattle and the Sellers shallSeattle Subsidiaries in connection with the tendering of such claims; provided, and shall cause their Affiliates tohowever, use commercially reasonable efforts to assist Purchaser that: (i) Seattle or the Purchased Entities, as applicable, subject to the terms Seattle Subsidiaries shall promptly notify Houston of the applicable Occurrence Policies, to pursue existing claims and assert new claims under all such policies, and the Sellers will, and prior to the Post-Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhausted.Claims;

Insurance Matters. (a) The Honeywell and the Sellers shall use commercially their reasonable best efforts to keep, or cause to be kept, all insurance policies presently maintained that are for the benefit of the BusinessCompanies and their Subsidiaries and their properties, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business Companies and their Subsidiaries shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms any of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing DateCompanies or their Subsidiaries. (b) Prior to the Closing Date, Honeywell shall use its reasonable best efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business Companies and their Subsidiaries on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business Companies and their Subsidiaries for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, Companies and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicableSubsidiaries will, subject to the terms of the applicable Occurrence Policies, continue to have the right to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities Companies and their Subsidiaries to, cooperate in such pursuit as reasonably requested by the Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the BusinessCompanies and their Subsidiaries) and Honeywell shall use commercially its reasonable best efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhausted. (c) On or prior to the Closing Date, at the Sellers’ sole cost and expense, Sellers shall cause the underwriters and insurers of any Directors and Officers Liability Policy which provides insurance coverage to any officer or director of any of the Companies and their Subsidiaries (collectively, the “D&O Policy(ies)”) to provide (subject to receipt of the consent of Purchaser referenced in the immediately following sentence) extended coverage for a period of six years after the Closing Date on a “trailing” or “run-off” basis, with a coverage limit of not less than $25 million and a retention of not more than $250,000 for indemnifiable claims and zero for non-indemnifiable claims, and on terms no less favourable (as determined by the parties acting reasonably) to such D&O Policy(ies) maintained in effect by Honeywell or its Affiliates on the dates hereof (the “Run-Off Coverage”). Before entering into any agreement with respect to Run-Off Coverage, Sellers shall seek Purchaser’s consent to the terms of such Run-Off Coverage, such consent not to be unreasonably withheld or delayed. Amounts paid pursuant to this Section 5.12, which shall be paid entirely by Sellers, shall be disregarded for purposes of preparing the FTCP Preliminary Working Capital Statement or calculating the Final FTCP Working Capital Statement pursuant to Section 2.3.

Insurance Matters. 5.16.1 Until the Closing Time, IAMGOLD shall, and shall cause Niobec and the Subsidiary to: (ai) The Sellers keep in full force and effect all of the IAMGOLD Policies and all of the Business Policies, as applicable; and (ii) give any notice or present any claim under any IAMGOLD Policies or Business Policy, as applicable, consistent with past practice in the ordinary course of business. 5.16.2 IAMGOLD acknowledges and shall use commercially reasonable efforts to keepensure that following the Closing Time, or cause to be kept, the occurrence based coverage under all insurance policies presently maintained that are for the benefit of the Business, or substantially comparable replacements therefor, IAMGOLD Policies shall continue in full force and effect through the Closing. Coverage for the Business shall terminate as benefit of Niobec and the Subsidiary for any NI IBXX Xxxxxx. For the avoidance of doubt, IAXXXXX xhall use commercially reasonable efforts to ensure that, following the Closing Date under Time, Niobec and the Subsidiary will continue to benefit from: (i) all such policies other than IAMGOLD Policies for any such policies solely and directly held by the Purchased Entities; provided Losses that subject were tendered to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies IAMGOLD Policies’ insurers for coverage prior to the Closing Date. Time; and (bii) Prior NI IBNR Losses (together with all Losses referred to the Closing Datein (i), Honeywell “Permitted Losses”). IAMGOLD shall use its commercially reasonable efforts to cause assist the Purchaser in pursuing all Permitted Losses in excess of US$50,000, without duplication, net of any carriers who have underwritten deductible. 5.16.3 IAMGOLD shall use commercially reasonable efforts to assist the Purchaser in determining if any global and excess liability insurance policies and Business Policies can be transferred to or novated to, Niobec and/or to Purchaser following Closing. If, in the opinion of Purchaser, acting reasonably, any other policies which provides insurance coverage Business Policy should be retained, transferred or novated to Niobec and/or the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing DatePurchaser, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers IAMGOLD shall, and shall cause their Affiliates toat the cost of the Purchaser, use commercially reasonable efforts to assist the Purchaser in working with the Business Policies’ insurers to effect such retention, transfer or novation (it being understood that there is no assurance that the Purchased Entitiesrelevant insurer will agree to such retention, as applicable, subject transfer or novation). The Purchaser shall otherwise arrange for its own insurance policies with respect to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, Niobec and the Sellers will, Subsidiary covering any post-Closing insurable assets and prior to Losses of Niobec and the Closing Date will cause Subsidiary following the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedClosing.

Insurance Matters. (a) The Sellers shall use commercially reasonable efforts to keep, or cause to be kept, all 8.5.1 Schedule 8.5 provides a list of insurance policies presently maintained that are for by the benefit Sellers’ group in respect of the Business, except for such policies related to employee benefits (the “Seller Group Policies”). 8.5.2 Upon Closing, all Seller Group Policies (whether such policies are maintained with third party insurers or substantially comparable replacements therefor, in full force covered by the Sellers’ group) shall cease and effect through the Closing. Coverage for the Business no further coverage shall terminate as be available to any of the Closing Date Buyers or Affiliates of Buyers under all such policies other than any such policies solely and directly held policies; provided, however, that Buyers shall retain the benefit of any claims that are insured on a “claims made” basis if any such claims have been notified to the Sellers’ group insurance department by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies Sellers prior to the Closing Date. (b) Prior to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject 8.5.3 Subject to the terms of any relevant policy, Buyers shall receive the applicable Occurrence Policies, benefit of “occurrence” based policies of insurance in relation to pursue existing claims and assert new claims under such policies, and the Sellers will, and events occurring prior to the Closing Date will cause but in respect of which no claim has yet arisen as of the Purchased Entities toClosing Date; provided, however, that in respect of such “occurrence” based policies Buyers shall be required to make the claim within 18 months of the Closing Date. 8.5.4 Buyers and the Sellers agree that any claims made under the insurance policies referred to in Section 8.5.1 in respect of the Business shall be administered and collected by the Sellers (or by a claims handler appointed by the Sellers) on behalf of Buyers. Buyers shall cooperate fully with the Sellers to enable the Sellers to comply with the requirements of the relevant insurer, and Buyers shall provide such information and assistance as the Sellers may reasonably request in connection with any such pursuit claim. Any monies received by the Sellers as reasonably requested a result of such claims shall be paid over to Buyers, net of all reasonable costs and expenses of recovery (including, without limitation, all reasonable handling and collection charges by Purchaser (including any claims handler appointed by giving Purchaser access the Sellers). 8.5.5 In respect of all claims under the insurance policies referred to historical claim information in Section 8.5.1 notified to insurers as of the date of this Agreement and all claims subsequently brought under such insurance policies and relating to such policies as they relate to the Business, Buyers acknowledge that they shall be responsible for the deductible of $500,000 per claim for each insurance policy and will not be entitled to seek reimbursement of such deductible from the Sellers. Buyers shall reimburse the Sellers within twenty (20) and Honeywell business days after receipt of the invoice for any deductible paid by the Sellers (including evidence of such payment) after the Closing Date with respect to claims made under the insurance policies referred to in Section 8.5.1 to the extent such deductible has been paid by the Sellers or their Affiliates or, if Buyers are invoiced directly by the insurance company for such deductible amount, it shall use commercially reasonable efforts pay or cause such invoice to notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedpaid within twenty (20) business days.

Insurance Matters. (a) The Sellers From and after the Distribution Time, the Seattle Group and the Seattle Business shall use commercially reasonable efforts to keep, or cause cease to be keptinsured by Houston’s Insurance Policies. For the avoidance of doubt, Houston shall retain all insurance policies presently maintained rights to control its Insurance Policies, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its Insurance Policies notwithstanding whether any such Insurance Policies apply to any Liabilities of any member of the Seattle Group. Seattle shall be responsible for securing all Insurance Policies that are it considers appropriate for the benefit Seattle Business and the operation thereof by the Seattle Group and for promptly providing evidence thereof, as may be required, to third parties under any Contract. Seattle agrees to arrange for its own Insurance Policies with respect to the Seattle Business and the Seattle Group covering all periods. Seattle agrees, on behalf of itself and each member of the BusinessSeattle Group, from and after the Distribution Time, not to seek through any means to benefit from and not to assert any right, claim or substantially comparable replacements thereforinterest in, in full force and effect through the Closing. Coverage for the Business shall terminate as to or under, any Insurance Policies of any member of the Closing Date Houston Group, except as permitted under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b7.3(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to For any claim asserted against Seattle or any Seattle Subsidiary after the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on Distribution Time arising out of an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising occurrence taking place prior to the Distribution Effective Time (“Post-Closing DateClaims”), subject Seattle and each Seattle Subsidiary may access coverage under the Pre-Closing Occurrence-Based Policies to the extent such insurance policy’s coverage exists and provides coverage, without cost to Houston and its Subsidiaries (except to the extent acting as insurer under the relevant Pre-Closing Occurrence-Based Policy), for such Post-Closing Claim. Houston and its Subsidiaries (as applicable) shall reasonably cooperate with Seattle and the Seattle Subsidiaries in connection with the tendering of such claims; provided, however, that: (i) Seattle or policies’ terms and conditions. With the Seattle Subsidiaries shall promptly notify Houston of all such Post-Closing Claims; (ii) Seattle shall be responsible for the satisfaction or payment of any applicable retention, deductible or retrospective premium with respect to the Occurrence Policies, the Sellers shall, any Post-Closing Claim and shall cause their Affiliates to, use commercially reimburse to Houston and its Subsidiaries all reasonable efforts to assist Purchaser or out-of-pocket costs and expenses incurred in connection with such claims. In the Purchased Entities, as applicable, subject event that a Post-Closing Claim relates to the terms of the applicable Occurrence same occurrence for which Houston or its Subsidiaries is seeking coverage under Pre-Closing Occurrence-Based Policies, to pursue existing claims and assert new claims under such policies, and the Sellers willlimits under an applicable Pre-Closing Occurrence-Based Policy are not sufficient to fund all covered claims of Seattle or any Seattle Subsidiary (as applicable) and Houston or its Subsidiaries (as applicable), amounts due under such a Pre-Closing Occurrence-Based Policy shall be paid to the respective Persons in proportion to the amounts that otherwise would be due were the limits of liability infinite. (c) For the avoidance of doubt, (i) any Liabilities involving or related to Post-Closing Claims that are in excess of insurance coverage therefor (net of any retention amounts, recovery costs, retrospective premium, increases in premium and related deductible payable in connection therewith) under applicable Insurance Policies shall not be by virtue of this Section 7.3 the responsibility of Houston or any of its Subsidiaries, and (ii) any amounts paid by an insurer and/or received by any member of the Seattle Group pursuant to this Section 7.3 shall not constitute indemnifiable Liabilities under Article VI, and no member of the Seattle Group shall have any right to indemnification under Article VI with respect to any such amounts. (d) In no event will a Party have any Liability whatsoever to any member of the other Party’s Group if any Insurance Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of either Party’s Group for any reason whatsoever or is not renewed or extended. Furthermore, each Party, on behalf of its Group, releases each member of the other Party’s Group with respect to any Liabilities whatsoever as a result of the Insurance Policies and insurance practices of the other Party’s Group as in effect at any time prior to the Closing Date will cause Distribution Time, including as a result of (i) the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits level or scope of any applicable Occurrence insurance, (ii) the creditworthiness of any insurance carrier, (iii) the terms and conditions of any Insurance Policy may be exhaustedor (iv) the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim.

Insurance Matters. Following the Closing, if requested in writing by Buyers, Seller Parent shall, and shall cause its controlled Affiliates to, make claims and cooperate with Buyers regarding the processing of each claim under any third-party insurance policy carried or arranged by Seller Parent or one of its Subsidiaries (aother than an Acquired Company) The Sellers shall use commercially reasonable efforts to keep(such insurance policies, or cause to be kept, all insurance policies presently maintained that are the “Seller Parent Insurance Policies”) for any pre-Closing period for the benefit of the Acquired Companies or the Business, in each case with respect to any claim for pre-Closing occurrences (whether or substantially comparable replacements therefor, in full force and effect through not such claims are known or reported prior to or after the Closing) (any such claim, a “Pre-Closing Claim”). Coverage In the event Buyers or any of their Affiliates become aware of any Action that would constitute a Pre-Closing Claim for which it intends to seek coverage under the Business Seller Parent Insurance Policies, Buyers shall terminate promptly notify Seller Parent of such Action and provide Seller Parent with the information reasonably necessary for Seller Parent to make a claim under any Seller Parent Insurance Policy and shall, to the extent applicable, use their commercially reasonable efforts to mitigate any Losses related thereto. Each of Buyers and Sellers shall cooperate with the other Parties and provide such other Parties with such detail and other information as may reasonably be requested by such Party seeking coverage or the insurer in order for Sellers to seek insurance proceeds with respect to any such Pre-Closing Claim. For the avoidance of doubt, such cooperation shall include (a) making available relevant documentation and personnel, (b) participating in meetings with representatives of the Closing Date under all such policies potential insurers, and (c) permitting insurers or potential insurers access to other than diligence materials reasonably requested. In the event that Seller Parent or any of its Affiliates receive insurance proceeds with respect to any such policies solely Pre-Closing Claim, such proceeds shall be promptly transferred to the applicable Acquired Company. Sellers shall be responsible for any third-party deductibles, self-insured retentions, coinsurance payments and directly held by other similar costs and expenses payable under any such Seller Parent Insurance Policies (the Purchased Entities“Seller Costs”) and Buyers shall otherwise be responsible for all other out-of-pocket costs and expenses incurred in connection with any such Pre-Closing Claim; provided that subject other than such Seller Costs, Sellers shall not otherwise be responsible for any other Losses related to such Pre-Closing Claims, including to the terms extent (i) any insurance company that has issued any Seller Parent Insurance Policy fails to pay such Losses (except to the extent such failure is due to a breach by Seller Parent or any of its Affiliates of this Section 5.16), or (ii) such Pre-Closing Claim, or portion thereof, is not covered by a Seller Parent Insurance Policy as a result of any action of Buyers or any of their Affiliates; provided, however, that Sellers shall, and shall cause their Affiliates to, use their commercially reasonable efforts (at Buyers’ expense) to contest any claim wrongfully denied by any insurer under any Seller Parent Insurance Policies. Seller Parent shall not and shall cause its Affiliates not to, amend, modify or otherwise change, terminate or waive any provision of the applicable Occurrence Seller Parent Insurance Policies that would materially and to Section 6.12(b)adversely affect any Acquired Company’s rights therein without the prior written consent of Buyers. For a period of four years following the Closing, Occurrence Policies will remain if requested in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global writing by Buyers and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With reasonably necessary with respect to the Occurrence Policiesa Pre-Closing Claim, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject provide insurance loss runs related to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhaustedAcquired Companies.

Insurance Matters. (a) The Sellers shall use commercially reasonable efforts to keepBuyer acknowledges that, or cause to be keptupon Closing, all insurance coverage provided in relation to Seller and the MYO-T12 Activities that is maintained by Seller or its Affiliates (whether such policies presently are maintained that are for with third party insurers or with Seller or its Affiliates) shall cease to provide any coverage to Buyer in connection with the benefit MYO-T12 Activities and no further coverage shall be available to Buyer in connection with the MYO-T12 Activities under any such policies. Nothing in the foregoing sentence shall limit or restrict Buyer’s right to insurance claims Seller may have under insurance policies with respect to the MYO-T12 Activities or relating to the conduct, operation, ownership and/or use of the Business, Acquired Assets arising before or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate as of on the Closing Date under all such policies other than and which are included in the Acquired Assets. Pursuant to Schedule 6.6. of the Disclosure Schedules, nothing in the foregoing paragraph shall prohibit Seller from maintaining appropriate insurance to cover any such policies solely Excluded Liabilities. Section 6.7 Press Releases and directly held by the Purchased Entities; provided that subject Public Announcements. No Party shall issue any press release or make any public announcement relating to the terms existence or subject matter of this Agreement without the prior written approval of the other Party; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to the Closing Date, Honeywell shall use its reasonable best efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any advise the other policies which provides insurance coverage Party prior to making the disclosure to the Business on an “occurrence” basis or otherwise covers extent practicable and permissible under applicable law); and provided, further, that each of the Parties may make internal announcements to their respective employees that are not inconsistent in any Purchased Assets (material respects with the “Occurrence Policies”) to continue to make coverage available Parties’ prior public disclosures regarding the transactions contemplated by this Agreement. 26 Section 6.8 [omitted] Section 6.9 Financial Statements. Until such time as the Note is paid in full, Buyer shall send a copy of its annual financial statements to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditionsSeller. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhausted.Section 6.10 [omitted] Section 6.11

Insurance Matters. If, following the Closing, the Company suffers any Losses which Purchaser reasonably believes are covered under any insurance policy maintained by or insuring the Company or Seller or any of its Affiliates, including any insurance policy, listed in Section 3.15 of the Disclosure Memorandum, that provides coverage with respect to such Losses (a) The Sellers shall collectively, the “Insurance Policies”), which claim is based on an incident, event, occurrence or accident that took place prior to Closing (each, a “Pre-Closing Insured Event”), then Seller agrees to provide, and to cause its Affiliates and use its commercially reasonable efforts to keepcause its insurance brokers, or cause to be keptagents and third party administrators (collectively, all insurance policies presently maintained that are for the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence PoliciesInsurance Advisors”) to continue to make coverage available provide, reasonable cooperation and assistance to the Business for claims arising prior Company in connection with the submission, adjustment and resolution of any claim made by the Company on or under such Insurance Policies. Such cooperation by Seller, its Affiliates and the Insurance Advisors shall include providing reasonable access to books, records and documents (including electronically stored information) as the Closing DateCompany reasonably may require in connection with such claims. At the Company’s request, subject pursuant to written notice to Seller, Seller and/or its applicable Affiliates and/or the insurance policyInsurance Advisors shall provide notice or submit a claim under any such applicable Insurance Policy on behalf of the Company (and at the Company’s or policies’ terms sole cost, including the payment of any deductible), and conditions. With respect to the Occurrence Policies, the Sellers Seller shall, and or shall cause their its applicable Affiliates or Insurance Advisors to, use commercially reasonable efforts to assist Purchaser collect claim amounts requested thereunder, to follow the reasonable and lawful directions of the Company in the prosecution of such claim and cause any such claim proceeds collected to be paid to the Company or, if such claims are denied, to provide such denial in writing together with a reasonably detailed explanation of the basis therefor, but nothing herein shall require Seller or the Purchased Entities, as applicable, subject any of its Affiliates to commence any lawsuit or arbitration proceeding or otherwise participate in any lawsuit or arbitration proceeding against any insurance company to enforce the terms of any applicable Insurance Policy (provided that the applicable Occurrence Policiesforegoing limitations shall in no way limit the obligations of Seller and its Affiliates to cooperate with and assist the Company as otherwise provided herein). In addition, to pursue existing claims and assert new claims under such policiesSeller shall not, and the Sellers willshall cause its Affiliates not to, and prior amend, modify or terminate any Insurance Policy in any manner detrimental to the Closing Date Company or to waive, settle, release or subrogate any claim of the Company without its consent. The Company and Purchaser will cause the Purchased Entities toprovide all such books, cooperate in such pursuit as reasonably requested by Purchaser records and documents (including by giving Purchaser access to historical claim information relating to electronically stored information) and provide such policies cooperation and assistance as they relate Seller reasonably may require in connection with any such Pre-Closing Insured Event. Notwithstanding anything to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhausted.contrary contained in this