Common use of Insurance Matters Clause in Contracts

Insurance Matters. (a) Net2Phone and IDT contemplate that Net2Phone shall obtain its own Directors and Officers Insurance Policy in a timely manner following the sale of equity to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's insurance policies relating to property, errors and omissions, professional liability, automobile and general liability until the earlier of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy or, upon thirty (30) days' prior written notice to IDT, Net2Phone elects to be removed from the IDT Insurance Policy or Policies. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone will pay to IDT each month (prorated on a daily basis for any partial month) in respect of the period from the date hereof until the termination of Net2Phone's coverage on all of IDT's Insurance Policies the amount calculated as set forth on Exhibit B hereto, such amount to be payable in arrears by the 10th --------- day of the next succeeding month, in respect of Insurance Policies under which Net2Phone will continue to have coverage following the date hereof. IDT and Net2Phone agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in the event that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason. In no event shall IDT, any other member of the IDT Group or any IDT Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Group in the event (i) that any Insurance Policy or other contract or policy of insurance 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 Net2Phone Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. or (ii) notwithstanding the provisions of the immediately preceding sentence, that IDT fails to provide Net2Phone with notice of any such event.

Insurance Matters. (a) Net2Phone and IDT contemplate that Net2Phone shall obtain its own Directors and Officers Insurance Policy in a timely manner following the sale of equity to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's insurance policies relating to property, errors and omissions, professional liability, automobile and general liability until the earlier of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy or, upon thirty (30) days' prior written notice to IDT, Net2Phone elects to be removed from the IDT Insurance Policy or Policies. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone will pay to IDT each month (prorated on a daily basis for any partial month) in respect of the period from the date hereof until the termination of Net2Phone's coverage on all of IDT's Insurance Policies the amount calculated Except as set forth on Exhibit B hereto, such amount to be payable in arrears by the 10th --------- day of the next succeeding month, in respect of Insurance Policies under which Net2Phone will continue to have coverage following the date hereof. IDT and Net2Phone agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in the event that any Insurance Policy Employee Services Agreement, from and after the Closing Date, the Acquired Companies, the Business, the Contributed Assets, the Assumed Liabilities and the Affected Employees shall be terminated or otherwise cease to be in effect for insured by, be entitled to make claims on, seek coverage under, or be entitled to claim benefits from any reason. In no event shall IDT, any other member of the IDT Group Company’s or Seller’s insurance policies issued by third party insurance carriers (excluding the NFIP Policy, the “Policies”), other than with respect to any claim, act, omission, event, circumstance, occurrence or loss that arises from, occurred or existed prior to the Closing Date (hereinafter, a “Triggering Event”). Except as set forth in the Employee Services Agreement, with respect to any Triggering Event to the extent with respect to the Acquired Companies, the Business, the Contributed Assets, the Assumed Liabilities or the Affected Employees that would be covered by or under any of the Policies, the Acquired Companies may access, make claims on, seek coverage under or claim benefits from such Policies following the Closing, subject to the terms and conditions of such Policies (including any applicable deductible or self-insured retention, which, for the avoidance of doubt, would be Buyer’s sole responsibility to the extent of such claims, coverage or benefits sought by Buyer or any IDT Indemnitee have liability or obligation whatsoever to any member of such Acquired Company). Seller and the Net2Phone Group Company shall reasonably cooperate with the Acquired Companies and Buyer in the event (i) that any Insurance Policy or other contract or policy of making such claims on, securing insurance 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 Net2Phone Group for any reason whatsoever or coverage under and recovering claim benefits from such Policies and shall not be renewed or extended beyond the current expiration date. or (ii) notwithstanding the provisions of the immediately preceding sentence, that IDT fails to provide Net2Phone with notice of terminate any such eventPolicies prior to the expiration of their current terms in a manner that would prevent the Acquired Companies from recovering thereunder pursuant to the terms of this Section 10.06. Nothing in this Section 10.06 is intended to waive or abrogate in any way Seller’s or the Company’s own rights to insurance coverage under the Policies.

Insurance Matters. Prior to the Closing, each of the SunGard Entities and the Company shall, and shall cause their respective Affiliates to, use their respective commercially reasonable efforts to cause any carriers who have underwritten insurance policies of the SunGard Entities, the Company or any of their respective Affiliates which provide insurance coverage (aon an occurrence-based or claims-made basis) Net2Phone to the Business, the Company and IDT contemplate that Net2Phone shall obtain its own Directors Subsidiaries as of the date hereof to continue to make coverage available to the Surviving Corporation and Officers Insurance Policy in a timely manner its Subsidiaries following the sale Closing Date for, (i) with respect to occurrence-based insurance policies of equity the SunGard Entities or their Affiliates (other than the Company Entities), events or circumstances relating to new investors. Each the Company or its Subsidiaries that occurred or existed on or prior to the Closing that are covered by such insurance policies, and (ii) with respect to claims-made insurance policies of Net2Phone and IDT agree that Net2Phone may remain on IDT's the SunGard Entities or their respective Affiliates (other than the Company Entities), any open claims against such insurance policies relating to property, errors and omissions, professional liability, automobile and general liability until the earlier of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy or, upon thirty (30) days' prior written notice to IDT, Net2Phone elects to be removed from the IDT Insurance Policy or Policies. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone will pay to IDT each month (prorated on a daily basis for any partial month) in respect of the period from the date hereof until the termination of Net2Phone's coverage on all of IDT's Insurance Policies the amount calculated as set forth on Exhibit B hereto, such amount to be payable in arrears Losses suffered by the 10th --------- day of Business, the next succeeding month, in respect of Insurance Policies under which Net2Phone will continue Company and its Subsidiaries on or prior to have coverage following the date hereof. IDT and Net2Phone agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in the event that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason. In no event shall IDT, any other member of the IDT Group or any IDT Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Group in the event 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 pursue recovery for such Reimbursable Insurance Claims and to deliver the proceeds thereby recovered to the Company. 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 Policy Claims that have been submitted but remain unresolved or other contract or policy unpaid as of insurance three (3) years following the Closing, such longer period until such Reimbursable Insurance Claims have been resolved and paid), the SunGard Entities shall be terminated not, and shall cause each of their respective Subsidiaries to not, release, commute, buy-back or otherwise cease eliminate the coverage available to the 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 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 Company shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to be in effect for made so as to preserve any reason, shall be unavailable applicable attorney-client or inadequate to cover any Liability of any member of the Net2Phone Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. or (ii) notwithstanding the provisions of the immediately preceding sentence, that IDT fails to provide Net2Phone with notice of any such eventwork-product privileges.

Insurance Matters. (a) Net2Phone 6.01 Tutopia and IDT contemplate that Net2Phone shall obtain its own Directors and Officers Insurance Policy in a timely manner following the sale of equity to new investors. Each of Net2Phone and IDT IFX agree that Net2Phone Tutopia may remain on IDTIFX's insurance policies relating to Directors and Officers, property, errors and omissions, professional liability, automobile worker's compensation, office content and general liability until the earlier of such time as Net2Phone Tutopia no longer qualifies for coverage on the respective IDT IFX Insurance Policy or, upon thirty (30) days' prior written notice to IDTIFX, Net2Phone Tutopia elects to be removed from the IDT IFX Insurance Policy or Policies. For so long as Net2Phone Tutopia is covered by IDTIFX's Insurance Policies, Net2Phone will Tutopia shall pay to IDT each month IFX on a quarterly calendar basis (prorated on a daily basis for any partial month), no later than thirty (30) days after the end of each respective quarter, in respect of the period from the date hereof until the termination of Net2PhoneTutopia's coverage on all of IDTIFX's Insurance Policies the amount calculated as set forth on Exhibit B hereto, such amount to be payable in arrears by the 10th --------- day of the next succeeding monthPolicies, in respect of Insurance Policies under which Net2Phone will Tutopia shall continue to have coverage following the date hereof. IDT IFX and Net2Phone Tutopia agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will shall remain in effect following the date hereof on a mutually agreeable basis. IDT IFX shall provide Net2Phone Tutopia with prompt notice in the event that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason, provided that IFX shall provide Tutopia with reasonable notice prior to taking any action to terminate or reduce the scope of insurance. In no event shall IDTIFX, any other member of the IDT IFX Group or any IDT IFX Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Tutopia Group in the event (i) that any Insurance Policy or other contract or policy of insurance 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 Net2Phone Tutopia Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. ; or (ii) notwithstanding the provisions of the immediately preceding sentence, that IDT IFX fails to provide Net2Phone Tutopia with notice of any such event.

Insurance Matters. (a) Net2Phone and IDT contemplate Technologies agrees that Net2Phone shall obtain its own Directors and Officers Insurance Policy in a timely manner following the sale of equity to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's insurance policies relating to property, errors and omissions, professional liability, automobile and general liability until the earlier of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy or, upon thirty (30) days' prior written notice to IDT, Net2Phone elects to be removed from the IDT Insurance Policy or Policies. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone it will pay to IDT each month (prorated on a daily basis Collagen the amounts provided for any partial month) in the Services Agreement or the Benefits Agreement in respect of the period from the date hereof Effective Date until the termination of Net2Phone's such time as Technologies and Collagen determine that it is appropriate for Technologies to obtain its own insurance coverage on all of IDT's Insurance Policies the amount calculated as set forth on Exhibit B hereto, such amount to be payable in arrears by the 10th --------- day of the next succeeding month(which, in respect any event, shall be no later than the Distribution Date). Such amounts shall be subject to adjustment in the event of any change in the premiums charged to Collagen for the Insurance Policies under Policies, which Net2Phone will continue adjustment shall be equal to: (i) in the case of any premium change that is a result of changes in the factual criteria for the insured party (e.g., number of employees, revenue, prior claims history), any increase or decrease in such premiums attributable to have coverage following changes at Technologies or the date hereofTechnologies Group shall result in a dollar for dollar adjustment to the amounts payable by Technologies to Collagen pursuant to this Section 6.1(a) or (ii) in the case of any other premium charge, any increase or decrease in such premiums shall result in a proportionate adjustment to the amounts payable by Technologies to Collagen pursuant to this Section 6.1(a). IDT Collagen and Net2Phone Technologies agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the Effective Date until such time as Technologies and Collagen determine that it is appropriate for Technologies to obtain its own insurance coverage (which, in any event, shall be no later than the Distribution Date), and for the treatment of any Insurance Policies that will remain in effect following the date hereof Effective Date on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in the event that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason. In no event shall IDTCollagen, any other member of the IDT Collagen Group or any IDT Collagen Indemnitee have any liability or obligation whatsoever to any member of the Net2Phone Technologies Group in the event (i) that any Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reasonreason (other than failure to pay when due any premium or other amount due thereunder), shall be unavailable or inadequate to cover any Liability of any member of the Net2Phone Technologies Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. or (ii) notwithstanding the provisions of the immediately preceding sentence, that IDT fails to provide Net2Phone with notice of any such event.

Insurance Matters. (a) Net2Phone Prior to the date hereof, the Company and IDT contemplate that Net2Phone shall obtain its own Directors affiliates have maintained insurance coverage for products liability, general liability and Officers Insurance Policy in a timely manner following the sale automobile liability provided by third-party insurers (including stop loss, excess liability and umbrella coverage) for certain liabilities of equity to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's insurance policies CTP relating to propertyproducts claims, errors general claims typically insured by a general liability policy and automobile related claims (the “Existing Liabilities”) arising out of occurrences on or prior to the CTP Closing Date (the “Insurance Coverage”). The Company agrees to take such action as may be reasonably necessary to maintain the Insurance Coverage after the CTP Closing Date for the benefit of Buyer and not to voluntarily relinquish or terminate such Insurance Coverage. In addition, the Company agrees to name Buyer as an additional insured under all such Insurance Coverage (other than with respect to the automobile liability policy) effective on the CTP Closing Date with respect to acts, omissions, professional liabilityoccurrences, automobile facts, or circumstances existing or occurring on or prior to the CTP Closing Date. The Company will require its insurer to provide Buyer with a certificate of insurance evidencing such coverage and general liability until the earlier of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy or, upon thirty (30) days' ’ notice of material change, cancellation, or non-renewal. To the extent that any claim with respect to any such Existing Liabilities that arises out of any act, omission, occurrence, fact or circumstance existing or occurring on or prior written notice to IDTthe CTP Closing Date is made against Buyer and the Insurance Coverage by its terms applies to such claim (any such claim, Net2Phone elects an “Insurance Coverage Claim”), upon Buyer’s request, the Company shall submit such Insurance Coverage Claim upon becoming aware thereof to be removed the insurer under the applicable insurance policy for potential payment and shall use commercially reasonable best efforts to obtain the maximum recovery from the IDT provider of the related Insurance Policy or PoliciesCoverage. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone will pay to IDT each month (prorated on a daily basis Buyer shall reimburse the Company for any partial month) in respect applicable out-of-pocket administrative and processing fees or other costs and expenses imposed by the insurer and paid by the Company specifically relating to the submitted Insurance Coverage Claims and the processing thereof. In addition, the Company agrees to cooperate with Buyer to make the benefits of the period Insurance Coverage available to Buyer (subject to the terms and conditions of such Insurance Coverage) and continue, from and after the date hereof until CTP Closing Date, to process such Insurance Coverage Claims in the termination ordinary course of Net2Phone's coverage on all of IDT's Insurance Policies business in substantially the amount calculated same manner as set forth on Exhibit B hereto, such amount similar claims were processed prior to be payable in arrears by the 10th --------- day of the next succeeding month, in respect of Insurance Policies under which Net2Phone will continue to have coverage following the date hereofCTP Closing Date. IDT and Net2Phone agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in In the event that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason. In no event shall IDT, any other member of the IDT Group or any IDT Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Group in the event (i) that the Company receives any proceeds of the Insurance Coverage with respect to any Insurance Policy or other contract or policy of insurance 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 Net2Phone Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. or Coverage Claims thereunder and (ii) notwithstanding such claim has been paid by Buyer, the provisions of Company shall promptly pay or reimburse Buyer with respect to the immediately preceding sentence, that IDT fails to provide Net2Phone amount so paid by Buyer in accordance with notice of any such eventthis Section 5.12.

Insurance Matters. (a) Net2Phone From and IDT contemplate after the date of this Agreement, Imagistics is responsible to take whatever action is needed or appropriate to provide notice to the appropriate insurance companies of, and to process, claims under the insurance in effect on the date of this Agreement, listed on Schedule 8.04 hereto, including applicable predecessor policies, ("Applicable Insurance") that Net2Phone shall obtain its own Directors and Officers Insurance Policy in a timely manner following may cover all or any part of the sale assets, liabilities, business or employees of equity the Imagistics Group with respect to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's insurance policies relating events occurring prior to property, errors and omissions, professional liability, automobile and general liability until the earlier to occur, with respect to each type of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy orinsurance, upon thirty (30) days' prior written notice to IDT, Net2Phone elects to be removed from the IDT Insurance Policy or Policies. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone will pay to IDT each month (prorated on a daily basis for any partial month) in respect of the period from effective date of insurance coverage obtained by Imagistics or the date hereof until the termination of Net2Phone's coverage on all of IDT's Insurance Policies the amount calculated Distribution Date (any such claims being referred to as set forth on Exhibit B hereto("Imagistics Claims"), such amount to be payable it being understood that in arrears by the 10th --------- day of the next succeeding month, in respect of Insurance Policies under which Net2Phone will continue to have coverage following the date hereof. IDT and Net2Phone agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in the event that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason. In no event shall IDT, Pitney Bowes be obligated to process any other member of such claims or to pay premiums witx xxxpect to the IDT Group Applicable Insurance beyond what it has already paid. It is further understood that Pitney Bowes does not warrant that there will be any coverage or any IDT Indemnitee have liability or obligation whatsoever to any member of payment maxx xxder the Net2Phone Group in the event (i) that any Applicable Insurance Policy or other contract or policy of insurance 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 Net2Phone Group for any reason whatsoever or Imagistics Claims and that Pitney Bowes shall not be renewed responsible in any respect if a claim for such coxxxxxe does not result in such coverage. Pitney Bowes agrees that the consummation of this agreement will not eliminxxx xr reduce any rights that Imagistics has or extended beyond otherwise would have under the current expiration date. Applicable Insurance and Imagistics agrees that Pitney Bowes does not warrant the existence or (ii) notwithstanding the provisions of the immediately preceding sentence, that IDT fails to provide Net2Phone with notice extent of any such eventrights. Pxxxxx Bowes is also not responsible to obtain any renewal of any policy thxx xx part of the Applicable Insurance. Subject to the foregoing, Pitney Bowes agrees that, to the extent coverage under the Applicable Insurxxxx is available for Imagistics Claims, the Applicable Insurance shall be for the benefit of Imagistics and Pitney Bowes shall, at Imagistics' expense, take all action reasonably requxxxxx by Imagistics, necessary to permit Imagistics to make claims against and otherwise enforce the Applicable Insurance with respect to Imagistics Claims.

Insurance Matters. (a) Net2Phone The Purchaser and IDT contemplate each Group Member acknowledge and agree that, effective as of the Effective Time, coverage under all health and medical insurance plans or programs sponsored or maintained by the Seller or the Parent for all Employees, Former Employees and their Beneficiaries as applied to any and all of the Group Members (collectively, the "Seller's Health Plan") shall terminate and be of no further force or effect. Notwithstanding the preceding sentence, any expense incurred by an Employee, Former Employee or Beneficiary prior to the Effective Time that Net2Phone would have been covered under the Seller's Health Plan shall obtain its own Directors and Officers Insurance Policy in a timely manner following the sale of equity to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's insurance policies relating to property, errors and omissions, professional liability, automobile and general liability until the earlier of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy or, upon thirty (30) days' prior written notice to IDT, Net2Phone elects continue to be removed from the IDT Insurance Policy responsibility of the Seller or Policiesthe Parent, as applicable. For so long as Net2Phone is covered by IDT's Insurance PoliciesFrom and after the Effective Time, Net2Phone will the Purchaser shall cause the Group Members to pay to IDT each month (prorated on a daily basis for the Parent any partial month) premium 27 34 or other charges due in respect of coverage of Employees, Former Employees or Beneficiaries under the period from Seller's Health Plan through the date hereof until Effective Time within 30 days after receipt of an invoice or statement relating to the termination same. The amount of Net2Phonesuch premiums and charges shall be calculated in accordance with the Parent's and the Group Member's prior practices regarding such premiums and charges. The Purchaser agrees to notify all Employees, Former Employees and their Beneficiaries of the manner in which pre-Effective Time expenses under the Seller's Health Plan are to be submitted for reimbursement and to request that all such expenses be submitted within 60 days after the Closing Date. The Purchaser and each Group Member acknowledge and agree that, effective as of the Effective Time, coverage on for all Employees, Former Employees and their Beneficiaries under all life insurance, disability, or any other welfare or benefit plans or programs sponsored or maintained by the Seller or the Parent as applied to any and all of IDT's Insurance Policies the amount calculated as set forth on Exhibit B hereto, such amount to Group Members shall terminate and be payable in arrears by the 10th --------- day of the next succeeding month, in respect of Insurance Policies under which Net2Phone will continue to have coverage following the date hereof. IDT and Net2Phone agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in the event that any Insurance Policy shall be terminated no further force or otherwise cease to be in effect for any reason. In no event shall IDT, any other member of the IDT Group or any IDT Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Group in the event (i) that any Insurance Policy or other contract or policy of insurance 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 Net2Phone Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. or (ii) notwithstanding the provisions of the immediately preceding sentence, that IDT fails to provide Net2Phone with notice of any such eventeffect.

Insurance Matters. (a) Net2Phone Buyer and IDT contemplate the Company acknowledge and agree that, effective as of the Closing Date, coverage for all Employees, Former Employees and their Beneficiaries under all health and medical insurance plans or programs as applied to the Company and each of its subsidiaries including the $50,000 per covered participant stop loss health insurance coverage as applied to the Company and its subsidiaries in accordance with DKM's and the Company's prior practice (other than Pattxxxxx Xxxolulu Broadcasting Corp.) (the "Group's Health Plan") shall terminate and be of no further force or effect. Notwithstanding the preceding sentence, any expense incurred by an Employee, Former Employee or Beneficiary prior to the Closing Date that Net2Phone would have been covered under the Group's Health Plan shall obtain its own Directors and Officers Insurance Policy in a timely manner following the sale of equity to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's insurance policies relating to property, errors and omissions, professional liability, automobile and general liability until the earlier of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy or, upon thirty (30) days' prior written notice to IDT, Net2Phone elects continue to be removed from the IDT Insurance Policy responsibility of DKM. From and after the Closing Date, Buyer shall cause the Company and each of its subsidiaries to pay (and the Company and each subsidiary hereby agree to pay) to DKM any premium or Policies. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone will pay to IDT each month (prorated on a daily basis for any partial month) other charges due in respect of coverage of Employees, Former Employees or Beneficiaries under the period from Group's Health Plan through the date hereof until Closing Date within 30 days after receipt of an invoice or statement relating to the termination same. The amount of Net2Phonesuch premiums and charges shall be calculated in accordance with DKM's coverage on and the Company's and each of its subsidiaries' prior practices regarding such premiums and charges. DKM shall promptly refund to the Company any excess premiums and charges paid by the Company through the Closing Date in accordance with DKM's prior practices regarding excess premiums and charges. Buyer agrees to notify all Employees, Former Employees and their Beneficiaries of IDTthe manner in which pre-Closing Date expenses under the Group's Insurance Policies the amount calculated as set forth on Exhibit B hereto, such amount Health Plan are to be payable in arrears by submitted for reimbursement and to request that all such expenses be submitted within 60 days after the 10th --------- day Closing Date. Buyer and the Company acknowledge and agree that, effective as of the next succeeding monthClosing Date, in respect of Insurance Policies coverage for all Employees, Former Employees and their Beneficiaries under which Net2Phone will continue to have coverage following the date hereof. IDT and Net2Phone agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in the event that any Insurance Policy shall be terminated all life insurance, disability, AD&D or otherwise cease to be in effect for any reason. In no event shall IDT, any other member welfare or benefit plans or programs sponsored or maintained by DKM as applied to the Company and each of its subsidiaries shall terminate and be of no further force or effect with respect to periods after the Closing Date. Buyer and the Company acknowledge and agree that, effective as of the IDT Group Closing Date, coverage for all Employees, Former Employees and their beneficiaries under the Stop Loss Contract between Trustmark Insurance Company ("Trustmark") and DKM (the "Stop Loss Contract") shall terminate and be of no further force or any IDT Indemnitee have liability or obligation whatsoever to any member of effect. Notwithstanding the Net2Phone Group in the event (i) that any Insurance Policy or other contract or policy of insurance 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 Net2Phone Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. or (ii) notwithstanding the provisions of the immediately preceding sentence, DKM shall cause all claims for expenses incurred by an Employee, Former Employee or beneficiary prior to the Closing Date that IDT fails otherwise would have been allowed to provide Net2Phone be submitted under the Stop Loss Contract to be submitted to Trustmark in accordance with notice prior practices. Buyer shall cause the Company and each of any its subsidiaries to pay (and the Company and each subsidiary hereby agrees to pay) to DKM the premiums for such eventcoverage calculated in accordance with the prior practices regarding such premiums within 30 days after receipt of an invoice or statement relating to the same.

Insurance Matters. (a) Net2Phone The Purchaser and IDT contemplate each Group Member acknowledge and agree that, effective as of the Effective Time, coverage under all health and medical insurance plans or programs sponsored or maintained by the Seller or the Parent for all Employees, Former Employees and their Beneficiaries as applied to any and all of the Group Members (collectively, the "Seller's Health Plan") shall terminate and be of no further force or effect. Notwithstanding the preceding sentence, any expense incurred by an Employee, Former Employee or Beneficiary prior to the Effective Time that Net2Phone would have been covered under the Seller's Health Plan shall obtain its own Directors and Officers Insurance Policy in a timely manner following the sale of equity to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's insurance policies relating to property, errors and omissions, professional liability, automobile and general liability until the earlier of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy or, upon thirty (30) days' prior written notice to IDT, Net2Phone elects continue to be removed from the IDT Insurance Policy responsibility of the Seller or Policiesthe Parent, as applicable. For so long as Net2Phone is covered by IDT's Insurance PoliciesFrom and after the Effective Time, Net2Phone will the Purchaser shall cause the Group Members to pay to IDT each month (prorated on a daily basis for the Parent any partial month) premium or other charges due in respect of coverage of Employees, Former Employees or Beneficiaries under the period from Seller's Health Plan through the date hereof until Effective Time within 30 days after receipt of an invoice or statement relating to the termination same. The amount of Net2Phonesuch premiums and charges shall be calculated in accordance with the Parent's and the Group Member's prior practices regarding such premiums and charges. The Purchaser agrees to notify all Employees, Former Employees and their Beneficiaries of the manner in which pre-Effective Time expenses under the Seller's Health Plan are to be submitted for reimbursement and to request that all such expenses be submitted within 60 days after the Closing Date. The Purchaser and each Group Member acknowledge and agree that, effective as of the Effective Time, coverage on for all Employees, Former Employees and their Beneficiaries under all life insurance, disability, or any other welfare or benefit plans or programs sponsored or maintained by the Seller or the Parent as applied to any and all of IDT's Insurance Policies the amount calculated as set forth on Exhibit B hereto, such amount to Group Members shall terminate and be payable in arrears by the 10th --------- day of the next succeeding month, in respect of Insurance Policies under which Net2Phone will continue to have coverage following the date hereof. IDT and Net2Phone agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in the event that any Insurance Policy shall be terminated no further force or otherwise cease to be in effect for any reason. In no event shall IDT, any other member of the IDT Group or any IDT Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Group in the event (i) that any Insurance Policy or other contract or policy of insurance 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 Net2Phone Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. or (ii) notwithstanding the provisions of the immediately preceding sentence, that IDT fails to provide Net2Phone with notice of any such eventeffect.

Insurance Matters. (a) Net2Phone Metar and IDT Path 1 contemplate that Net2Phone Metar shall obtain its own Directors and Officers Insurance Policy in a timely manner following the sale of equity to new investors. Each of Net2Phone Metar and IDT Path 1 agree that Net2Phone Metar may remain on IDTPath 1's insurance policies relating to property, errors and omissions, professional liability, automobile and general liability until the earlier of such time as Net2Phone Metar no longer qualifies for coverage on the respective IDT Path 1 Insurance Policy or, upon thirty (30) days' prior written notice to IDTPath 1, Net2Phone Metar elects to be removed from the IDT Path 1 Insurance Policy or Policies. For so long as Net2Phone Metar is covered by IDTPath 1's Insurance Policies, Net2Phone Metar will pay to IDT Path 1 each month (prorated on a daily basis for any partial month) in respect of the period from the date hereof until the termination of Net2PhoneMetar's coverage on all of IDTPath 1's Insurance Policies the amount calculated as set forth on Exhibit B D hereto, such amount to be payable in arrears by the 10th --------- day of the next succeeding month, in respect of Insurance Policies under which Net2Phone Metar will continue to have coverage following the date hereof. IDT Path 1 and Net2Phone Metar agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on a mutually agreeable basis. IDT Path 1 shall provide Net2Phone Metar with prompt notice in the event that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason. In no event shall IDTPath 1, any other member of the IDT Path 1 Group or any IDT Path 1 Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Metar Group in the event (i) that any Insurance Policy or other contract or policy of insurance 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 Net2Phone Metar Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. , or (ii) notwithstanding the provisions of the immediately preceding sentence, that IDT Path 1 fails to provide Net2Phone Metar with notice of any such event.

Insurance Matters. (a) Net2Phone and IDT contemplate that Net2Phone shall obtain its own Directors and Officers Insurance Policy in a timely manner following the sale of equity Prior to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's insurance policies relating to property, errors and omissions, professional liability, automobile and general liability until the earlier of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy or, upon thirty (30) days' prior written notice to IDT, Net2Phone elects to be removed from the IDT Insurance Policy or Policies. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone will pay to IDT each month (prorated on a daily basis for any partial month) in respect of the period from the date hereof until the termination of Net2Phone's coverage on all of IDT's Insurance Policies the amount calculated as set forth on Exhibit B hereto, such amount to be payable in arrears by the 10th --------- day of the next succeeding month, in respect of Insurance Policies under which Net2Phone will continue to have coverage following the date hereof, the Sellers have maintained certain insurance coverage provided by third-party insurers (including stop loss, excess liability and umbrella coverage) for certain Assumed Liabilities arising out of occurrences prior to the Closing Date and relating to the Industrial Power Transmission Business (the "INSURANCE COVERAGE"). IDT The Sellers agree to take such action as may be reasonably necessary to maintain the Insurance Coverage after the Closing for the benefit of Buyer and Net2Phone not to voluntarily relinquish or terminate such Insurance Coverage. To the extent that any claim with respect to such Assumed Liabilities that arises out of any act, omission, occurrence, fact or circumstance existing or occurring prior to the Closing Date is made against Buyer and/or any Seller, and the Insurance Coverage by its terms applies to such claim (any such claim, an "INSURANCE COVERAGE CLAIM"), the 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 obtain the maximum recovery from the provider of the related Insurance Coverage. Buyer shall reimburse the Sellers for any applicable administrative and processing fees or other costs and expenses imposed by the insurer and paid by the Sellers relating to Insurance Coverage Claims and the processing thereof. In addition, the Sellers agree to cooperate with Buyer to make the benefits of 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 good faith the ordinary course of business in substantially the same manner as similar claims were processed prior to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on a mutually agreeable basisClosing Date. IDT shall provide Net2Phone with prompt notice in In the event that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason. In no event shall IDT, any other member of the IDT Group or any IDT Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Group in the event (i) that the Sellers receive any proceeds of the Insurance Coverage with respect to any Insurance Policy or other contract or policy of insurance 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 Net2Phone Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. or Coverage Claims thereunder and (ii) notwithstanding such claim has been paid by Buyer, the provisions Sellers shall promptly pay or reimburse Buyer with respect to the amount so paid by Buyer, net of any applicable administrative or processing fees or other costs and expenses of the immediately preceding sentence, that IDT fails to provide Net2Phone with notice of any such eventSellers relating thereto.

Insurance Matters. (a) Net2Phone and IDT contemplate Lucent agrees that Net2Phone shall obtain its own Directors and Officers Insurance Policy in a timely manner following the sale of equity to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's insurance policies relating to property, errors and omissions, professional liability, automobile and general liability until the earlier of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy or, upon thirty (30) days' prior written notice to IDT, Net2Phone elects to be removed from the IDT Insurance Policy or Policies. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone it will pay to IDT each AT&T $1 million per month (prorated on a daily basis for any partial month) in respect of the period from the date hereof until the termination of Net2Phone's coverage on all of IDT's Insurance Policies the amount calculated as set forth on Exhibit B heretoDistribution Date, such amount to be payable in arrears by the 10th --------- day of the next succeeding month, in respect of Insurance Policies under which Net2Phone Lucent will continue to have coverage following the date hereof. IDT AT&T and Net2Phone Lucent agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date and for the treatment of any Insurance Policies that will remain in effect following the date hereof Closing Date on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in the event that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason. In no event shall IDTAT&T, any other member of the IDT AT&T Group or any IDT AT&T Indemnitee or NCR Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Lucent Group in the event (i) that any Insurance Policy or other contract or policy of insurance 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 Net2Phone Lucent Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (b) As promptly as practicable, each party shall use its reasonable best efforts to consummate the transactions set forth on Schedule 7.1(b) with respect to American Ridge and its Subsidiaries. (c) (i) Except in the case of the Ridge Lucent Policies and except as otherwise provided in any Ancillary Agreement, the parties intend by this Agreement that Lucent and each other member of the Lucent Group be successors-in-interest to all rights that any member of the Lucent Group may have as of the Closing Date as a subsidiary, affiliate, division or department of AT&T prior to the Closing Date under any policy of insurance issued to AT&T by any insurance carrier unaffiliated with AT&T or under any agreements related to such policies executed and delivered prior to the Closing Date, including any rights such member of the Lucent Group may have, as an insured or additional named insured, subsidiary, affiliate, division or department, to avail itself of any such policy of insurance or any such agreements related to such policies as in effect prior to the Closing Date. At the request of Lucent, AT&T shall take all reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided however that AT&T shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith. (ii) notwithstanding Except in the provisions case of the immediately preceding sentenceRidge Lucent Policies and except as otherwise contemplated by any Ancillary Agreement, after the Closing Date, none of AT&T or Lucent or any member of their respective Groups shall, without the consent of the other, provide any such insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or 58 waiver would adversely affect any rights or potential rights of any member of the other Group thereunder; provided however that IDT fails the foregoing shall not (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to provide Net2Phone pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force. Each of Lucent and AT&T will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. (d) 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 AT&T Group in respect of any Insurance Policy or any other contract or policy of insurance. (e) Lucent does hereby, for itself and each other member of the Lucent Group, their respective Affiliates (other than any member of the AT&T Group), successors and assigns, and all Persons who at any time have been shareholders, directors, officers, agents or employees of any member of the Lucent Group (in each case, in their respective capacities as such), agree that all Ridge Lucent Policies will automatically be terminated in all respects as of the Distribution Date (without any further action by any Person) and, as of such date, remise, release and forever discharge each AT&T Indemnitee and each NCR Indemnitee with notice respect thereto. Lucent agrees to indemnify, defend and hold harmless each member of the AT&T Group and each AT&T Indemnitee and NCR Indemnitee if any Person shall claim that it is entitled to any payment from any of the foregoing in respect of any Ridge Lucent Policy. At the request of AT&T, Lucent will take, or cause to be taken, all action necessary to terminate any Ridge Lucent Policies and all Liabilities of any member of the AT&T Group thereunder, effective as of the Distribution Date. (f) Lucent does hereby, for itself and each other member of the Lucent Group, agree that no member of the AT&T Group or any AT&T Indemnitee or NCR Indemnitee shall have any Liability whatsoever as a result of the insurance policies and practices of AT&T and its Affiliates as in effect at any time prior to the Closing Date, including as a result of the level or scope of any such eventinsurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.