Common use of Insurance Matters Clause in Contracts

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of the Business on the Agreement Date may be 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 transferred to Buyer. From and after the Closing Date, the Purchased Entities and their Subsidiaries shall cease to be insured by Seller’s or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and any of its Affiliates may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or (b) losses or damages related to the Purchased Assets, the Purchased Entities or their assets, each of which occurred or existed prior to the Closing Date and which are covered by Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnity, 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 Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) the amount of any per-claim deductibles 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 Subsidiaries 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 Subsidiaries 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash).

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of the Business on the Agreement Date may be 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 transferred to Buyer. (a) From and after the Closing DateSpinco Distribution, the Purchased Entities Spinco Group and their Subsidiaries the Spinco Business shall cease to be insured by Seller’s Remainco and its Subsidiaries’ (other than members of the Spinco Group) Insurance Policies. Remainco shall retain all rights to control its Insurance Policies, including the right to exhaust, settle, release, commute, buy back or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and otherwise resolve disputes with respect to any of its Affiliates mayInsurance Policies nowithstanding whether any such Insurance Policies apply to any Liabilities of any member of the Spinco Group. Following the date of this Agreement, each of Remainco and Spinco shall use commercially reasonable efforts to be effective at cooperate to identify all Insurance Policies (and related claims and compliance processes) in place for the benefit of the Spinco Business as of the date of this Agreement, the Spinco Transferred Assets and the Spinco Assumed Liabilities following the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer Spinco shall be responsible for securing all insurance Insurance Policies that it considers appropriate for the Spinco Business and the operation thereof by the Spinco Group following the Spinco Distribution. Spinco agrees to arrange for its operation own Insurance Policies with respect to the Spinco Business and the Spinco Group. Following the date of this Agreement and prior to the Spinco Distribution, Remainco shall reasonably cooperate with RMT Partner, at RMT Partner’s request, to facilitate Spinco putting in place Insurance Policies in respect of the BusinessSpinco Business following the Spinco Distribution. Buyer covenants Spinco agrees, on behalf of itself and agrees each member of the Spinco Group, from and after the Spinco Distribution, not to seek through any means to benefit from and not to assert any right, claim or interest in, to exercise or under, any rights or claims Insurance Policies of any member of the Business or any Purchased Entity Remainco Group, except as permitted under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or Section 8.1(b). (b) losses or damages related to For any claim asserted against any member of the Purchased Assets, Spinco Group after the Purchased Entities or their assets, each Spinco Distribution arising out of which occurred or existed an occurrence taking place prior to the Spinco Distribution (“Post-Closing Date and which are covered by Seller’s or its Subsidiaries’ Claims”), each member of the Spinco Group may access coverage under any occurrence-based thirdInsurance Policies of the Remainco Group in place prior to the Spinco Distribution under which any member of the Spinco Group is insured (the “Pre-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause (iiClosing Occurrence-Based Policies”), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnity, under such policies to the extent such insurance coverage exists and limits are available under provides coverage, without cost to the Remainco Group, for such policies and any insurance proceeds received Post-Closing Claim. The Remainco Group shall reasonably cooperate with respect thereto shall be promptly delivered to Buyer (calculated net the applicable member or members of reasonable expenses incurred the Spinco Group in procuring such recovery and any increase in premiums or retroactive premium adjustments or chargebacks paid by or on behalf connection with the tendering of Seller or its Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer shall exclusively bear that: (and Seller shall have no obligation to repay or reimburse Buyer fori) the amount applicable member or members of the Spinco Group shall promptly notify Remainco of all such Post-Closing Claims; (ii) the applicable member or members of the Spinco Group shall be responsible for the satisfaction or payment of any perapplicable retention, deductible or retrospective premium with respect to any Post-claim deductibles associated with claims made under such policies Closing Claim and programs. Buyer shall reimburse to the Remainco Group all reasonable out-of-pocket costs and Seller shall cooperate expenses incurred in connection with making such claim claims. In the event that a Post-Closing Claim relates to the same occurrence for which any member of the Remainco Group is seeking coverage under Pre-Closing Occurrence-Based Policies, (i) where the limits under an applicable Pre-Closing Occurrence-Based Policy are not sufficient to fund all covered claims of the applicable member or members of the Spinco Group and each Party the Remainco Group, amounts due under such a Pre-Closing Occurrence-Based Policy shall provide be paid to the other with all reasonably requested information necessary respective Persons in proportion to make such claim. To the extent Seller amounts that otherwise would be due were the limits of liability infinite and (ii) any applicable retention or its Subsidiaries receives deductible amounts shall be allocated among the Parties in the same proportion. (c) For the avoidance of doubt, (i) any property Liabilities involving or casualty related to Post-Closing Claims that are in excess of insurance proceeds after the date hereof coverage therefor (net of any retention amounts, recovery costs, retrospective premium, increases in premium and related deductible payable 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 Subsidiaries with comparable assets included in the Purchased Assets, Seller shall at or promptly following the Closing (or, if later, promptly following the date receivedtherewith) 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 Subsidiaries as a result of such claims (and which amount under applicable Insurance Policies shall not be deemed by virtue of this Section 8.1 the responsibility of any member of the Remainco Group, and (ii) any amounts paid by an insurer and/or received by any member of the Spinco Group pursuant to be Business Cash)this Section 8.1 shall not constitute indemnifiable Liabilities under Article V, and no member of the Spinco Group shall have any right to indemnification under Article V with respect to any such amounts.

Insurance Matters. Buyer (a) Purchaser acknowledges that certain policies and that, upon Closing, all nontransferable insurance coverage provided in relation to any Seller and the Acquired Assets that is maintained by such Seller (whether such policies are maintained with third party insurers or with any Seller) shall cease to provide any coverage to Purchaser and the Acquired Assets and no further coverage shall be available to Purchaser or the Acquired Assets under any such policies. (b) To the extent that (i) any insurance policies issued for the benefit of any Seller (the “Sellers’ Insurance Policies”) cover any Liability relating to the Acquired Assets and relating to or arising out of occurrences or events on or prior to the Closing (“Pre-Closing Matters”) and (ii) the Sellers’ Insurance Policies continue to offer coverage after the Closing to permit claims to be made thereunder with respect to Pre-Closing Matters, the Sellers shall cooperate with Purchaser in submitting claims and seeking recovery with respect to Pre-Closing Matters on behalf of Purchaser under the Business on Seller’s Insurance Policies. Purchaser shall not make any such claims if, and to the Agreement Date may be part of the corporate insurance program maintained by Seller and its Subsidiaries and related to businesses other than the Business, in which caseextent that, such coverage will not be transferred to Buyer. From and after the Closing Date, the Purchased Entities and their Subsidiaries shall cease to be insured claims are covered by Seller’s insurance policies held by Purchaser or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs. The Sellers shall, and Seller and any of its Affiliates may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, howeveron request from Purchaser, with respect to (a) events relating to any claim arising from an Assumed Liability that is covered or potentially covered the Assumed Liabilities or (b) losses or damages related to the Purchased Assets, the Purchased Entities or their assets, each of which occurred or existed prior to the Closing Date and which are covered by Seller’s or its SubsidiariesSellers’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased AssetsInsurance Policies, (i) Buyer may promptly notify Seller of any matter that is reasonably expected to give rise to a report such claim under any such policy (provided, that, the failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue appropriate insurer as promptly as practicable after such claim or recover under such policies is actually and materially prejudiced thereby)reported to the Sellers, and (ii) Seller shall and shall cause its Subsidiaries instruct that any proceeds of such insurance policy are paid directly to tender for Purchaser, the attorneys handling the defense and indemnityof such claim or, under such policies where applicable, to the extent such coverage claimant as a result of any judgment or settlement, rather than to the Sellers (but subject to all limitations and limits are available deductibles and exclusions under such policies and any insurance proceeds received with respect thereto shall be promptly delivered to Buyer (calculated net of reasonable Sellers’ out-of-pocket costs and expenses incurred in procuring of seeking such recovery and any increase in premiums or retroactive premium adjustments or chargebacks Taxes incurred by Sellers with respect to such recovery, all of which shall be paid by or on behalf of Seller or its Subsidiaries as a result of such claimsdirectly to Sellers). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, provided that Buyer Purchaser shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) notify the amount Sellers promptly of any per-such claim deductibles associated with claims made under such policies or potential claim and programs. Buyer and Seller shall reasonably cooperate in connection with making the investigation and pursuit of any such claim and each Party shall provide the other with all reasonably requested information necessary to make such or potential claim. To the extent Seller or its Subsidiaries 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 Subsidiaries 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash).

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of the Business on the Agreement Date may be 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 transferred to Buyer. From and after the Closing DateDistribution, the Purchased Entities and their Subsidiaries shall members of the LW Group will cease to be insured by Seller’s or its Affiliates’ insurance policies for claims occurring post-Closing of any ConAgra Group member or by any of ConAgra Group member’s self-insurance programs, and ConAgra and such other ConAgra Group members, as applicable, will retain all rights to control such insurance policies and self-insurance programs, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its insurance policies and self-insurance programs. The Parties acknowledge that the members of the LW Group, their directors, officers or other employees and the LW Business (collectively, the “LW Insureds”) may be entitled to the benefit of coverage under the insurance policies made available through ConAgra Group members as described on Schedule 3.05 under the heading “Retained Policies” (the “Retained Policies”), in each case with respect to acts, facts, circumstances or omissions occurring prior to Distribution (“Pre-Distribution Occurrences”), and ConAgra hereby authorizes any LW Insured to report (at such LW Insured’s sole cost and expense) any and all Pre-Distribution Occurrences arising in connection with such LW Insured to the applicable insurance providers to the extent permitted under the Retained Policies, and where not permitted, agrees to make such report on the LW Insured’s behalf (“Retained Policy Claims”), and in either case the LW Insured will provide notice to ConAgra of any such Retained Policy Claim. With respect to Retained Policy Claims made pursuant to the preceding sentence ConAgra will, and will cause its respective Affiliates to, use Commercially Reasonable Efforts to assist any LW Insured in obtaining the benefit of the applicable insurance coverage and pay such benefit, if any, to such LW Insured (net of any Recovery Costs incurred by ConAgra, as a result of the same); provided that, (x) SpinCo will be fully liable for all uninsured, self-insured programs, and Seller and any of its Affiliates may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or fronted amounts in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or (b) losses or damages related to the Purchased Assets, the Purchased Entities or their assets, each of which occurred or existed prior to the Closing Date and which are covered by Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby)Retained Policy Claims, and (iiy) Seller shall such LW Insured agrees to reimburse ConAgra promptly upon request for all out-of-pocket and shall cause its Subsidiaries documented costs or expenses incurred by ConAgra or any ConAgra Affiliate in connection with making or pursuing any claim pursuant to tender for defense and indemnitythis Section 3.05, under such policies to including the extent such coverage and limits are available under such policies costs of filing a claim and any deductibles, premium increases or other amounts that are or become payable by ConAgra or any ConAgra Affiliate under the applicable 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 policies or retroactive premium adjustments or chargebacks paid by or on behalf of Seller or its Subsidiaries self-insurance programs as a result of claims made pursuant to this Section 3.05 (such claimscosts and expenses referred to in this clause (y), “Recovery Costs”). Seller agrees With respect to use its commercially reasonable efforts Pre-Distribution Occurrences, ConAgra (with respect to pursue all such claims; providedthe Retained Policies) will maintain the directors’ and officers’ insurance coverage in effect as of the Distribution Date, howeveror substantially similar coverage, that Buyer in full force and effect. Notwithstanding the forgoing, this Section 3.05 shall exclusively bear (and Seller shall have no obligation not apply to repay or reimburse Buyer for) the amount of any per-claim deductibles 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 insurance coverage relating to make such claim. To the extent Seller or its Subsidiaries 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 workers’ compensation, which is addressed in the Purchased Assets but for such damage or complete destruction and were not replaced by Seller or its Subsidiaries with comparable assets included in Employee Matters Agreement. For purposes of this Agreement, 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 Subsidiaries as a result of such claims (and which amount shall will not be deemed considered insurance available to SpinCo: (A) any deductible payable by ConAgra; (B) any retention payable by ConAgra; (C) any coinsurance payable by ConAgra; and (D) any coverage that ultimately will be Business Cash)payable or reimbursable by ConAgra through any arrangement, including an insurance-fronting arrangement, a fronted insurance policy, or a retrospective rating program.

Insurance Matters. Buyer acknowledges that certain (a) Notwithstanding anything to the contrary herein, from and after the Separation Time, Newco, the A&S Assets and the A&S Business shall be, and Fox shall use commercially reasonable efforts to cause them to continue to be, covered under insurance policies and of Fox or its Subsidiaries (as applicable), to the extent insurance coverage maintained on behalf exists, until the Effective Time. (b) Subject to, and other than as set forth in Section 6.4(c), Newco acknowledges that: (i) coverage for Newco, the A&S Assets and the A&S Business for the period after the Effective Time under all of the Business on insurance policies maintained by Fox prior to the Agreement Date may Effective Time will be part terminated effective as of the corporate Effective Time and (ii) upon such termination, Newco, the A&S Assets and the A&S Business will cease to be covered under such policies with respect to the period after the Effective Time. (c) For any claim asserted against Newco or any Newco Sub after the Effective Time arising out of an occurrence taking place prior to the Effective Time (“Post-Closing Claims”), Newco and each Newco Sub may access coverage under the occurrence-based insurance program maintained by Seller policies of Fox or its Subsidiaries (as applicable) issued or in place prior to the Effective Time under which Newco or any Newco Sub is insured (the “Pre-Closing Occurrence Based Policies”), to the extent such insurance coverage exists. After the Effective Time, Newco or any Newco Sub may seek coverage for any Post-Closing Claim under any applicable Pre-Closing Occurrence Based Policies, to the extent such insurance coverage exists, and Fox and its Subsidiaries (as applicable) shall cooperate with Newco and related to businesses other than the BusinessNewco Subs in connection with the tendering of such claims (including, as necessary, tendering such claims in which case, such coverage will not be transferred to Buyer. From and after the Closing Date, the Purchased Entities and their Subsidiaries shall cease to be insured by Seller’s name of Fox or its Affiliates’ insurance policies for Subsidiaries and providing any recovery net of costs from such claims occurring post-Closing or by any of their self-insured programs, and Seller and any of its Affiliates may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insuredNewco); provided, however, that: (i) Newco or the Newco Subs shall promptly notify Fox of all such Post-Closing Claims and (ii) Newco shall be responsible for the satisfaction or payment of any applicable retention, deductible or retrospective premium with respect to any Post-Closing Claim. In the event that a Post-Closing Claim relates to the same occurrence for which Fox or its Subsidiaries is seeking coverage under Pre-Closing Occurrence Based Policies, and the limits under an applicable Pre-Closing Occurrence Based Policy are not sufficient to fund all covered claims of Newco or any Newco Sub (as applicable) and Fox or its Subsidiaries (as applicable), amounts due under such a Pre-Closing Occurrence Based Policy shall be paid to the respective entities in proportion to the amounts which otherwise would be due were the limits of liability infinite. Notwithstanding anything to the contrary in this Agreement, following the Distribution Date members of the Newco Group shall have no rights or claims against or with respect to (a1) events relating to the Assumed Liabilities any captive insurance company of Fox or any of its Affiliates or (b2) losses any fronted insurance program maintained by Fox or damages related to the Purchased Assets, the Purchased Entities or their assets, each any of which occurred or existed prior to the Closing Date and which are covered by Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (i) Buyer may promptly notify Seller of any matter Affiliates that is reasonably expected to give rise to not a claim under any such policy (provided, that, the failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnity, under such policies to the extent such coverage and limits are available under such policies and any “risk transfer” 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 Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) the amount of any per-claim deductibles 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 Subsidiaries 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 Subsidiaries 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash)program.

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of Except as set forth in the Business on the Agreement Date may be part of the corporate insurance program maintained by Seller and its Subsidiaries and related to businesses other than the BusinessEmployee Services Agreement, in which case, such coverage will not be transferred to Buyer. From from and after the Closing Date, the Purchased Entities Acquired Companies, the Business, the Contributed Assets, the Assumed Liabilities and their Subsidiaries the Affected Employees shall cease to be insured by by, be entitled to make claims on, seek coverage under, or be entitled to claim benefits from any of the Company’s or Seller’s or its Affiliates’ insurance policies for claims occurring post-Closing or issued by any of their self-insured programsthird party insurance carriers (excluding the NFIP Policy, and Seller and any of its Affiliates maythe “Policies”), to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, other than with respect to (a) events relating to the Assumed Liabilities any claim, act, omission, event, circumstance, occurrence or (b) losses or damages related to the Purchased Assetsloss that arises from, the Purchased Entities or their assets, each of which occurred or existed prior to the Closing Date and which are (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 such Acquired Company). Seller and the Company shall reasonably cooperate with the Acquired Companies and Buyer in making such claims on, securing insurance coverage under and recovering claim benefits from such Policies and shall not terminate any such Policies 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 its Subsidiaries’ occurrence-based third-party liability the Company’s own rights to insurance policies and workers’ compensation insurance or which involved assets that would have been included in coverage under the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnity, 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 Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) the amount of any per-claim deductibles 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 Subsidiaries 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 Subsidiaries 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash)Policies.

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf (a) From the Separation Time until the Disposition Date, the members of the Business Centuri Group shall continue to be insured on the Agreement Date may terms and subject to the limits in place on the Separation Time under the Shared Policies and shall be part entitled to receive coverage thereunder to the same extent as the Southwest Group, in each case to the extent permitted under such applicable Policy. As of the corporate insurance program maintained by Seller Disposition Date, the coverage under all Shared Policies shall continue in force only for the benefit of the Southwest Group and its Subsidiaries and related to businesses other than not for the Business, in which case, such coverage will not be transferred to Buyerbenefit of the Centuri Group. From Effective from and after the Closing Disposition Date, the Purchased Entities and their Subsidiaries Centuri Group shall cease to be insured by Seller’s or arrange for its Affiliates’ own insurance policies with respect to the Centuri Business covering all periods (whether prior to or following the Separation Time) and agrees not to seek, through any means, to benefit from any of the Southwest Group’s Policies or the Shared Policies that may provide coverage for claims occurring post-Closing or by relating in any way to the Centuri Business prior to the Disposition Date. (b) Where Shared Policies with an unaffiliated third party insurer (and excluding, for the avoidance of their doubt, any self-insured programsinsurance, captive insurance or similar program) cover Centuri Liabilities reported to such unaffiliated third party insurer after the Separation Time and before the Disposition Date, with respect to an occurrence prior to the Disposition Date, under an occurrence-based or claims-made policy (collectively, “Covered Claims”), then the members of the Centuri Group may claim coverage for such Covered Claims under such Shared Policies and receive any insurance recoverables with respect thereto, without any prejudice or limitation to Southwest seeking insurance under the Shared Policies for its own claims; provided that Southwest may, in its sole discretion, participate in or control the prosecution or defense of any such Covered Claim. After the Separation Time, Southwest shall procure and administer the Shared Policies; provided, that such administration shall in no way limit, inhibit or preclude the right of the members of the Centuri Group to insurance coverage thereunder in accordance with this Section 5.1(b), in each case, with respect to Covered Claims. Centuri shall promptly notify Southwest of any Covered Claims (a “Claim Notice”), and Seller and Southwest agrees to reasonably cooperate with the Centuri Group concerning the pursuit of coverage with respect to any of its Affiliates maysuch Covered Claim, to be effective in each case at the Closing, amend any insurance policies in expense of the manner it deems appropriate Centuri Group (to give effect to this Section 6.7. From and after the Closing, Buyer extent such expenses are not covered by the applicable Shared Policies). (c) Centuri shall be responsible for securing all insurance it considers appropriate for its operation complying with the terms of the BusinessShared Policies to obtain coverage for such Covered Claims, including if the Shared Policy requires any payments to be made in connection therewith (including self-insured retentions or deductibles), and Centuri shall make any such required payments and maintain any required or appropriate accruals or reserves for such Covered Claims. Buyer covenants Any proceeds received by Southwest from any insurance carrier that relate to Covered Claims shall be paid promptly to Centuri. In the event that Covered Claims relate to the same occurrence for which Southwest is seeking coverage under such Shared Policies and agrees for which the Parties have a shared defense (a “Shared Claim”), Southwest may elect to defend, at its own expense (to the extent such expenses are not covered by the applicable Shared Policies), any such claim. Within thirty (30) days after the receipt of a Claim Notice from Centuri in accordance with Section 5.1(b), Southwest shall provide written notice to Centuri indicating whether Southwest shall assume responsibility for defending the Shared Claim. If Southwest elects not to seek assume responsibility for defending any Shared Claim as provided in this Section 5.1(c) or fails to assert notify Centuri of its election within thirty (30) days after receipt of the Claim Notice from Centuri as provided in Section 5.1(b), then Southwest and Centuri shall jointly defend any such claim and waive any conflict of interest necessary to conduct a joint defense, and shall bear any expenses in connection therewith equally (to the extent such expenses are not covered by the applicable Shared Policies), including self-insured retentions or deductibles. In the event that policy limits under an applicable Shared Policy are not sufficient to exercise any rights or fund all claims of the Business or Southwest Group and the Centuri Group, amounts due under such Shared Policy shall be paid on a first come, first served basis, and any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating amounts simultaneously due shall be paid to the Assumed Liabilities or (b) losses or damages related respective entities in proportion to the Purchased Assetsassessed value of each respective entity’s claim or claims; provided that, in the Purchased Entities or their assets, each of which occurred or existed prior event the claims paid to the Closing Date Centuri Group under such Shared Policy exceed five percent (5%) of the policy limit thereunder, and which are covered by Seller’s any member of the Southwest Group subsequently makes any claim under such policy, then, Centuri shall pay (or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in shall cause payment to be made) to Southwest an amount equal to the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, lesser of (i) Buyer may promptly notify Seller the value of any matter that is reasonably expected to give rise to a the applicable Southwest Group claim under any such in excess of the applicable policy (provided, that, the failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), limit and (ii) Seller shall and shall cause its Subsidiaries the amount by which payments made to tender for defense and indemnity, the Centuri Group under such policies to policy exceeded five (5%) of the extent such coverage and limits are available under such policies and any insurance proceeds received with respect thereto applicable policy limit. (d) Upon a receipt of a written request from Centuri, Southwest 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 Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all reduce or cancel the Centuri Group’s coverage under any Policies, effective no earlier than sixty (60) days after Southwest’s receipt of such claimsrequest; provided, howeverhowever that (i) any costs associated or incurred in connection with such reduction or cancellation shall be borne exclusively by the Centuri Group, (ii) the Centuri Group understands that Buyer there may be no premium refund or credit provided by the relevant insurers as a result of such reduction or cancellation, and (iii) if and to the extent that Southwest actually receives a premium refund or credit from the relevant insurers for the term of the coverage so reduced or cancelled as a direct result of such reduction or cancellation, Southwest shall exclusively bear only be obligated to credit or pay over to the Centuri Group the lesser of (and Seller shall have no obligation to repay or reimburse Buyer forA) the amount of any per-claim deductibles associated with claims made under such policies and programs. Buyer and Seller shall cooperate credit or refund or (B) the amount, if any, last charged to the Centuri Group by Southwest for such coverage during such term. (e) Notwithstanding anything contained in connection with making such claim and each Party shall provide the other with all reasonably requested information necessary this Section 5.1, to make such claim. To the extent Seller Southwest has entered into or agrees to enter into, whether on its Subsidiaries receives own or with respect to the any property arrangement provided for under this Section 5.1, any settlement agreement or casualty other arrangement with any insurance proceeds after provider regarding coverage under any Shared Policy that provides for any limitation of coverage or release of such insurance provider with regard to any coverage thereunder, whether in whole or in part (collectively, the date hereof in connection with “Released Insurance Matters”), Centuri agrees that it shall (i) abide by the damage terms of and, to the extent required, consent to, any such settlement or complete destruction of any Purchased Assets or assets that would have been included in arrangement relating to the Purchased Assets but for such damage or complete destruction and were not replaced by Seller or its Subsidiaries 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 Subsidiaries Released Insurance Matters as a result of condition to receiving any coverage under any Shared Policy related thereto; (ii) have no rights to any such coverage under the Shared Policies with respect to any Released Insurance Matters; and (iii) make no claims (and which amount shall not be deemed under any Shared Policies with respect to be Business Cash)any Released Insurance Matters.

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of the Business on the Agreement Date may be 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 transferred to Buyer. (a) From and after the Closing DateClosing, subject to Section 2.2(a)(vii), the Purchased Entities NewCo Group and their Subsidiaries the TS Business shall cease to be insured by Seller’s Insurance Policies. For the avoidance of doubt, Seller shall retain all rights to control its Insurance Policies, including the right to exhaust, settle, release, commute, buy back or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and otherwise resolve disputes with respect to any of its Affiliates mayInsurance Policies, notwithstanding whether any such Insurance Policies apply to be effective at any Liabilities of any member of the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7NewCo Group. From and after the Closing, Buyer The NewCos shall be responsible for securing all insurance it considers Insurance Policies that they consider appropriate for its the TS Business and the operation thereof by the NewCo Group. The NewCos agree to arrange for their own Insurance Policies with respect to the TS Business and the NewCo Group covering all periods after the Closing Date. The NewCos agree, on behalf of themselves and each member of the Business. Buyer covenants NewCo Group, from and agrees after the Closing, not to seek through any means to benefit from and not to assert any right, claim or interest in, to exercise or under, any rights or claims Insurance Policies of any member of the Business or any Purchased Entity Seller Group, except as permitted under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or Section 6.3(b). (b) losses For any claim asserted by or damages related to against the Purchased Assets, NewCos or any NewCo Subsidiary after the Purchased Entities or their assets, each Closing arising out of which occurred or existed an occurrence taking place prior to the Closing Date and which are covered by Seller’s or its Subsidiaries’ occurrence(“Post-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (i) Buyer may promptly notify Seller of any matter that is reasonably expected to give rise to a claim under any such policy (provided, thatClosing Claims”), the failure to promptly notify Seller shall not relieve Seller from its obligations NewCos and each NewCo Subsidiary may access coverage under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnity, under such policies Pre-Closing Occurrence-Based Policies to the extent such insurance coverage exists and limits are available under provides coverage, with costs borne by the NewCos as described below, for such policies Post-Closing Claim. Seller 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 Subsidiaries (as a result applicable) shall reasonably cooperate with the NewCos and the NewCo Subsidiaries in connection with the tendering of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer shall exclusively bear that: (and Seller shall have no obligation to repay or reimburse Buyer fori) the amount NewCos or the NewCo Subsidiaries shall promptly notify Seller of any persuch Post-claim deductibles associated Closing Claims in respect of which it is seeking coverage under Seller’s Insurance Policies; (ii) the NewCos shall be responsible for the satisfaction or payment of the portion reasonably allocated to the TS Business of any applicable retention, deductible, unpaid retrospective premium (if any) with claims made under such policies respect to any Post-Closing Claim and programs. Buyer shall reimburse to Seller and Seller shall cooperate its Subsidiaries all reasonable out-of-pocket costs and expenses incurred in connection with making collecting insurance proceeds in respect of such claim and each Party shall provide claims. In the other with all reasonably requested information necessary event that a Post-Closing Claim relates to make such claim. To the extent same occurrence for which Seller or its Subsidiaries receives is seeking coverage under Pre-Closing Occurrence-Based Policies, and the limits under an applicable Pre-Closing Occurrence-Based Policy are not sufficient to fund all covered claims of the NewCos or 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 NewCo Subsidiary (as applicable) and were not replaced by Seller or its Subsidiaries with comparable assets included (as applicable), amounts due under such a Pre-Closing Occurrence-Based Policy shall be paid to the respective entities in proportion to the Purchased Assetsamounts that otherwise would be due were the limits of liability infinite. (c) For the avoidance of doubt, Seller shall at (i) any Losses involving or promptly following the related to Post-Closing Claims that are in excess of insurance coverage therefor (or, if later, promptly following the date received) pay over to Buyer such proceeds, in each case calculated net of reasonable expenses incurred any retention amounts, recovery costs, retrospective premium, increases in procuring such recovery premium and related deductible payable in connection therewith) under applicable Insurance Policies shall not be by virtue of this Section 6.3 the responsibility of Seller or any increase in premiums or retroactive premium adjustments or chargebacks of its Subsidiaries, and (ii) any amounts paid by an insurer to any member of the NewCo Group and/or received by any member of the NewCo Group pursuant to this Section 6.3 shall not constitute indemnifiable Losses under Article V, and no member of the NewCo Group shall have any right to indemnification under Article V with respect to any such amounts. (d) In no event will Seller have any Liability whatsoever to any member of the NewCo Group if any Insurance Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Loss of any member of the NewCo Group for any reason whatsoever or is not renewed or extended. Furthermore, the NewCos, on behalf of the NewCo Group, releases each member of the Seller or its Subsidiaries Group with respect to any Liabilities whatsoever as a result of such claims the Insurance Policies and insurance practices of the Seller Group as in effect at any time prior to the Closing, including as a result of (i) the level or scope of any insurance, (ii) the creditworthiness of any insurance carrier, (iii) the terms and which amount shall not be deemed conditions of any Insurance Policy or (iv) the adequacy or timeliness of any notice to be Business Cash)any insurance carrier with respect to any claim or potential claim.

Insurance Matters. Buyer acknowledges that certain policies FA shall, and insurance coverage maintained on behalf of the Business on the Agreement Date may be part of the corporate insurance program maintained by Seller and shall cause its Subsidiaries to, continue to carry their existing insurance policies prior to the Closing, and related to businesses shall not allow any breach, default or cancellation (other than expiration of policies in the Businessordinary course of business, in which case, are subsequently replaced within a reasonable time period of such coverage will not be transferred expiration) of such insurance policies to Buyeroccur or exist. From and after the Closing, in the event FA or any of its Subsidiaries incurs any liability based upon, relating to or arising from acts, omissions, events or circumstances that occurred or existed prior to the Closing Datethat are covered by occurrence-based insurance policies (“GVM Policies”) contracted by Grupo VM or any of its Affiliates and under which FA or its Subsidiaries are insured on or prior to Closing (“Covered Claims”) and FA provides prompt notice to Grupo VM of such Covered Claims, Grupo VM shall (i) use its commercially reasonable efforts to make and pursue the Covered Claims under such occurrence-based policies subject to the terms and conditions of such occurrence-based policies, including deductibles, and (ii) pay, or cause to be paid, the Purchased Entities and their Subsidiaries shall cease proceeds of such Covered Claims to be insured by Seller’s or its Affiliates’ insurance policies for claims occurring post-Closing or by FA after deducting therefrom the amounts of any of their Grupo VM’s deductibles, self-insured programsretentions and out-of-pocket fees and expenses incurred by Grupo VM in connection with making and pursuing the Covered Claims. FA agrees that it shall (A) exclusively bear, and Seller Grupo VM shall not have any obligation to repay or reimburse FA or any of its Subsidiaries for, the amount of any deductibles, self-insured retentions or other out-of-pocket fees and expenses incurred by Grupo VM or its Affiliates based upon, relating to or arising from Covered Claims and (B) shall be liable for all uninsured or uncollectible amounts of Covered Claims. Grupo VM shall diligently pursue any Covered Claim under this Section 7.18, consult with FA prior to making any material decision or taking any material action relating to such Covered Claim and take such other actions as may be reasonably requested by FA in connection with the tendering of such Covered Claims to the applicable insurers under such policies. Grupo VM or any of its Affiliates may, to be effective at the Closing, in its reasonable discretion amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From 7.18; provided that neither Grupo VM nor its Affiliates may take any action that would reduce, modify or eliminate any coverage, terms and after conditions or policy limits to the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation detriment of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business FA or any Purchased Entity of its Subsidiaries under or in respect of any past or current insurance policy under which the Business GVM Policy presently available to FA or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or (b) losses or damages of its Subsidiaries for any claims related to the Purchased Assetspre-Closing occurrences, the Purchased Entities or their assets, each of which occurred or existed prior to the Closing Date and which are covered by Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (i) Buyer may promptly notify Seller of any matter that is reasonably expected to give rise to a claim under other than any such policy (provided, that, the failure action that applies generally to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover all insureds under such policies is actually and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnity, 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 Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) the amount of any per-claim deductibles 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 Subsidiaries 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 Subsidiaries 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash)GVM Policy.

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of the Business on the Agreement Date may be 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 transferred to Buyer. From and after the Closing Date, the Purchased Entities and their Subsidiaries shall cease to be insured by Seller’s or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and any of its Affiliates may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to The Purchaser acknowledges and agrees that coverage of the Assumed Liabilities assets, tangible or (b) losses or damages related to the Purchased Assetsintangible property, Liabilities, ownership, activities, businesses, operations, current and former shareholders, and current and former directors, officers, employees and agents of, the Purchased Entities Business (collectively, the “Covered Assets and Persons”) under all current or previous insurance policies of the Sellers and their Affiliates, including all environmental, directors’ and officers’ Liability, fiduciary Liability, employed lawyers, property and casualty flood, ocean marine, and contaminated products insurance policies and all other insurance policies or programs arranged or otherwise provided or made available by the Sellers or their assets, each Affiliates that cover (or covered) any of which occurred or existed the Covered Assets and Persons at any time prior to the Closing (the “Seller Insurance Policies”) shall cease as of the Closing Date and which are covered by Seller’s the Covered Assets and Persons will be deleted in all respects as insured (or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance additional insured, as the case may be) under all Seller Insurance Policies. Subject to Section 5.18(c), the Sellers shall retain any rights to, including any right to any proceeds received in respect of, any claim pending as of the date hereof or which involved made after the date hereof under any Seller Insurance Policy, even if such claims relates to the capital assets that would have been included in or properties of the Purchased Assets but for Business. (b) If after the fact that they were damaged Closing Date the Purchaser or destroyed and were not replaced by Seller the Sellers (or its Subsidiaries with comparable assets included in the Purchased Assets, (iany of their respective Affiliates) Buyer may promptly notify Seller of reasonably require any matter that is information regarding claim data or other information pertaining to a claim or an occurrence reasonably expected likely to give rise to a claim (including any pre-Closing claims under the Seller Insurance Policies that are to be covered under the retrospective component of the new insurance policy) in order to give notice to or make filings with insurance carriers or claims adjustors or administrators or to adjust, administer or otherwise manage a claim, then the Sellers or the Purchaser, as the case may be, shall cause such information to be supplied to the other (or their designee), to the extent such information is in their possession and control or can be reasonably obtained by the Sellers or the Purchaser (or their respective Affiliates), as applicable, promptly upon a written request therefor. If the Purchaser desires access to, and utilization of, claims data or information maintained by an insurance company or other Third Party in respect of any claim (including any pre-Closing claims under any such policy (provided, thatSeller Insurance Policies that are covered under the retrospective component of the new insurance policies), the failure Sellers, at the request of the Purchaser, shall use its commercially reasonably efforts to promptly notify Seller cause such insurance company or Third Party, at the Purchaser’s sole cost and expense, to transfer such claims data or information to any insurance company or Third Party designated by Purchaser, in each case to the extent permitted by applicable Law. If any Third Party requires the consent of the Sellers or any of their Affiliates to the disclosure of such information, such consent shall not relieve Seller from its obligations under clause be unreasonably withheld. (ii)c) Prior to Closing, except the Sellers shall at all times maintain their current insurance in respect of the Owned Equipment, or in the event any such policies are cancelled or otherwise terminated, shall obtain other substantially comparable insurance policies that have substantially the same terms and conditions and make and pursue any applicable insurance claims related to damage or destruction to any Owned Equipment to the extent that Seller’s ability it is in the ordinary course to pursue such claim or recover under such policies is actually do so. Notwithstanding anything in this Agreement to the contrary if and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnity, under such policies to the extent that any item of Owned Equipment, wherever located, is destroyed or damaged prior to Closing, and is not replaced or repaired or restored to its condition prior to such coverage and limits are available under such policies and any insurance proceeds received with respect thereto damage or destruction, then at Closing, the Sellers shall be promptly delivered pay 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 Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) the Purchaser the amount of any per-claim deductibles associated with claims made under net insurance proceeds received in respect of such policies Owned Equipment (excluding any insurance proceeds related to business interruption insurance) that have not been applied to repair, replacement or restoration, as applicable, and programs. Buyer and Seller shall cooperate in connection with making assign any such claim and each Party shall provide the other with all reasonably requested information necessary rights to make such claim. To receive the extent Seller or its Subsidiaries 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 such claim that would have has not yet been included finally adjusted. For the avoidance of doubt, in the Purchased Assets but for event that the Sellers transfer such damage proceeds to the Purchaser, the Sellers shall have no further obligations with respect to the Owned Equipment that was destroyed or complete destruction damaged and were not replaced by Seller or its Subsidiaries 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 Subsidiaries as a result of such claims (and which amount Purchaser shall not be deemed entitled to be Business Cash)rescind or terminate this Agreement and such events shall not result in any reduction of the Purchase Price.

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of the Business on the Agreement Date may be 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 transferred to Buyer. From and after the Closing Date, the Purchased Entities and their Subsidiaries shall cease to be insured by Seller’s or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and any of its Affiliates may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to The Purchaser acknowledges and agrees that coverage of the Assumed Liabilities assets, tangible or (b) losses or damages related to the Purchased Assetsintangible property, Liabilities, ownership, activities, businesses, operations, current and former shareholders, and current and former directors, officers, employees and agents of, the Purchased Entities Business (collectively, the “Covered Assets and Persons”) under all current or previous insurance policies of the Sellers and their Affiliates, including all environmental, directors’ and officers’ Liability, fiduciary Liability, employed lawyers, property and casualty flood, ocean marine, and contaminated products insurance policies and all other insurance policies or programs arranged or otherwise provided or made available by the Sellers or their assets, each Affiliates that cover (or covered) any of which occurred or existed the Covered Assets and Persons at any time prior to the Closing (the “Seller Insurance Policies”) shall cease as of the Closing Date and which are covered by Seller’s the Covered Assets and Persons will be deleted in all respects as insured (or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance additional insured, as the case may be) under all Seller Insurance Policies. Subject to Section 5.18(c), the Sellers shall retain any rights to, including any right to any proceeds received in respect of, any claim pending as of the date hereof or which involved made after the date hereof under any Seller Insurance Policy, even if such claims relates to the capital assets that would have been included in or properties of the Purchased Assets but for Business. (b) If after the fact that they were damaged Closing Date the Purchaser or destroyed and were not replaced by Seller the Sellers (or its Subsidiaries with comparable assets included in the Purchased Assets, (iany of their respective Affiliates) Buyer may promptly notify Seller of reasonably require any matter that is information regarding claim data or other information pertaining to a claim or an occurrence reasonably expected likely to give rise to a claim (including any pre-Closing claims under the Seller Insurance Policies that are to be covered under the retrospective component of the new insurance policy) in order to give notice to or make filings with insurance carriers or claims adjustors or administrators or to adjust, administer or otherwise manage a claim, then the Sellers or the Purchaser, as the case may be, shall cause such information to be supplied to the other (or their designee), to the extent such information is in their possession and control or can be reasonably obtained by the Sellers or the Purchaser (or their respective Affiliates), as applicable, promptly upon a written request therefor. If the Purchaser desires access to, and utilization of, claims data or information maintained by an insurance company or other Third Party in respect of any claim (including any pre-Closing claims under any such policy (provided, thatSeller Insurance Policies that are covered under the retrospective component of the new insurance policies), the failure Sellers, at the request of the Purchaser, shall use its commercially reasonably efforts to promptly notify Seller cause such insurance company or Third Party, at the Purchaser’s sole cost and expense, to transfer such claims data or information to any insurance company or Third Party designated by Purchaser, in each case to the extent permitted by applicable Law. If any Third Party requires the consent of the Sellers or any of their Affiliates to the disclosure of such information, such consent shall not relieve Seller from its obligations under clause be unreasonably withheld. (ii)c) Prior to Closing, except the Sellers shall at all times maintain their current insurance in respect of the Assets, or in the event any such policies are cancelled or otherwise terminated, shall obtain other substantially comparable insurance policies that have substantially the same terms and conditions and make and pursue any applicable insurance claims related to damage or destruction to any Assets to the extent that Seller’s ability it is in the ordinary course to pursue such claim or recover under such policies is actually do so. Notwithstanding anything in this Agreement to the contrary if and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnity, under such policies to the extent that any item of Asset, wherever located, is destroyed or damaged prior to Closing, and is not replaced or repaired or restored to its condition prior to such coverage and limits are available under such policies and any insurance proceeds received with respect thereto damage or destruction, then at Closing, the Sellers shall be promptly delivered pay 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 Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) the Purchaser the amount of any per-claim deductibles associated with claims made under net insurance proceeds received in respect of such policies Asset (excluding any insurance proceeds related to business interruption insurance) that have not been applied to repair, replacement or restoration, as applicable, and programs. Buyer and Seller shall cooperate in connection with making assign to Purchaser or Designated Purchaser any such claim and each Party shall provide the other with all reasonably requested information necessary rights to make such claim. To receive the extent Seller or its Subsidiaries 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 such claim that would have has not yet been included finally adjusted. For the avoidance of doubt, in the Purchased Assets but for event that the Sellers transfer such damage proceeds to the Purchaser, the Sellers shall have no further obligations with respect to the Asset that was destroyed or complete destruction damaged and were not replaced by Seller or its Subsidiaries 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 Subsidiaries as a result of such claims (and which amount Purchaser shall not be deemed entitled to be Business Cash)rescind or terminate this Agreement and such events shall not result in any reduction of the Purchase Price.

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf (a) From the Separation Time until the Disposition Date, the members of the Business Centuri Group shall continue to be insured on the Agreement Date may terms and subject to the limits in place on the Separation Time under the Shared Policies and shall be part entitled to receive coverage thereunder to the same extent as the Southwest Group, in each case to the extent permitted under such applicable Policy. As of the corporate insurance program maintained by Seller Disposition Date, the coverage under all Shared Policies shall continue in force only for the benefit of the Southwest Group and its Subsidiaries and related to businesses other than not for the Business, in which case, such coverage will not be transferred to Buyerbenefit of the Centuri Group. From Effective from and after the Closing Disposition Date, the Purchased Entities and their Subsidiaries Centuri Group shall cease to be insured by Seller’s or arrange for its Affiliates’ own insurance policies with respect to the Centuri Business covering all periods (whether prior to or following the Separation Time) and agrees not to seek, through any means, to benefit from any of the Southwest Group’s Policies or the Shared Policies that may provide coverage for claims occurring post-Closing or by relating in any way to the Centuri Business prior to the Disposition Date. (b) Where Shared Policies with an unaffiliated third party insurer (and excluding, for the avoidance of their doubt, any self-insured programsinsurance, captive insurance or similar program) cover Centuri Liabilities reported to such unaffiliated third party insurer after the Separation Time and before the Disposition Date, with respect to an occurrence prior to the Disposition Date, under an occurrence-based or claims-made policy (collectively, “Covered Claims”), then the members of the Centuri Group may claim coverage for such Covered Claims under such Shared Policies and receive any insurance recoverables with respect thereto, without any prejudice or limitation to Southwest seeking insurance under the Shared Policies for its own claims; provided that Southwest may, in its sole discretion, participate in or control the prosecution or defense of any such Covered Claim. After the Separation Time, Southwest shall procure and administer the Shared Policies; provided, that such administration shall in no way limit, inhibit or preclude the right of the members of the Centuri Group to insurance coverage thereunder in accordance with this Section 5.1(b), in each case, with respect to Covered Claims. Centuri shall promptly notify Southwest of any Covered Claims (a “Claim Notice”), and Seller and Southwest agrees to reasonably cooperate with the Centuri Group concerning the pursuit of coverage with respect to any of its Affiliates maysuch Covered Claim, to be effective in each case at the Closing, amend any insurance policies in expense of the manner it deems appropriate Centuri Group (to give effect to this Section 6.7. From and after the Closing, Buyer extent such expenses are not covered by the applicable Shared Policies). (c) Centuri shall be responsible for securing all insurance it considers appropriate for its operation complying with the terms of the BusinessShared Policies to obtain coverage for such Covered Claims, including if the Shared Policy requires any payments to be made in connection therewith (including self-insured retentions or deductibles), and Centuri shall make any such required payments and maintain any required or appropriate accruals or reserves for such Covered Claims. Buyer covenants Any proceeds received by Southwest from any insurance carrier that relate to Covered Claims shall be paid promptly to Centuri. In the event that Covered Claims relate to the same occurrence for which Southwest is seeking coverage under such Shared Policies and agrees for which the Parties have a shared defense (a “Shared Claim”), Southwest may elect to defend, at its own expense (to the extent such expenses are not covered by the applicable Shared Policies), any such claim. Within thirty (30) days after the receipt of a Claim Notice from Centuri in accordance with Section 5.1(b), Southwest shall provide written notice to Centuri indicating whether Southwest shall assume responsibility for defending the Shared Claim. If Southwest elects not to seek assume responsibility for defending any Shared Claim as provided in this Section 5.1(c) or fails to assert notify Centuri of its election within thirty (30) days after receipt of the Claim Notice from Centuri as provided in Section 5.1(b), then Southwest and Centuri shall jointly defend any such claim and waive any conflict of interest necessary to conduct a joint defense, and shall bear any expenses in connection therewith equally (to the extent such expenses are not covered by the applicable Shared Policies), including self-insured retentions or deductibles. In the event that policy limits under an applicable Shared Policy are not sufficient to exercise any rights or fund all claims of the Business or Southwest Group and the Centuri Group, amounts due under such Shared Policy shall be paid on a first-come, first-served basis, and any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating amounts simultaneously due shall be paid to the Assumed Liabilities or (b) losses or damages related respective entities in proportion to the Purchased Assets, the Purchased Entities assessed value of each respective entity’s claim or their assets, each of which occurred or existed prior to the Closing Date and which are covered by Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (i) Buyer may promptly notify Seller of any matter that is reasonably expected to give rise to a claim under any such policy (claims; provided, that, in the failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except event the claims paid to the extent that Seller’s ability to pursue such claim or recover Centuri Group under such policies is actually Shared Policy exceed five percent (5%) of the policy limit thereunder, and materially prejudiced thereby)any member of the Southwest Group subsequently makes any claim under such policy, then, Centuri shall pay (or shall cause payment to be made) to Southwest an amount equal to the lesser of (i) the value of the applicable Southwest Group claim in excess of the applicable policy limit and (ii) Seller shall and shall cause its Subsidiaries the amount by which payments made to tender for defense and indemnity, the Centuri Group under such policies to policy exceeded five percent (5%) of the extent such coverage and limits are available under such policies and any insurance proceeds received with respect thereto applicable policy limit. (d) Upon a receipt of a written request from Centuri, Southwest 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 Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all reduce or cancel the Centuri Group’s coverage under any Policies, effective no earlier than sixty (60) days after Southwest’s receipt of such claimsrequest; provided, however, that Buyer (i) any costs associated or incurred in connection with such reduction or cancellation shall be borne exclusively bear by the Centuri Group, (ii) the Centuri Group understands that there may be no premium refund or credit provided by the relevant insurers as a result of such reduction or cancellation, and Seller (iii) if and to the extent that Southwest actually receives a premium refund or credit from the relevant insurers for the term of the coverage so reduced or cancelled as a direct result of such reduction or cancellation, Southwest shall have no obligation only be obligated to repay credit or reimburse Buyer forpay over to the Centuri Group the lesser of (A) the amount of any per-claim deductibles associated with claims made under such policies and programs. Buyer and Seller shall cooperate credit or refund or (B) the amount, if any, last charged to the Centuri Group by Southwest for such coverage during such term. (e) Notwithstanding anything contained in connection with making such claim and each Party shall provide the other with all reasonably requested information necessary this Section 5.1, to make such claim. To the extent Seller Southwest has entered into or agrees to enter into, whether on its Subsidiaries receives own or with respect to the any property arrangement provided for under this Section 5.1, any settlement agreement or casualty other arrangement with any insurance proceeds after provider regarding coverage under any Shared Policy that provides for any limitation of coverage or release of such insurance provider with regard to any coverage thereunder, whether in whole or in part (collectively, the date hereof in connection with “Released Insurance Matters”), Centuri agrees that it shall (i) abide by the damage terms of and, to the extent required, consent to, any such settlement or complete destruction of any Purchased Assets or assets that would have been included in arrangement relating to the Purchased Assets but for such damage or complete destruction and were not replaced by Seller or its Subsidiaries 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 Subsidiaries Released Insurance Matters as a result of condition to receiving any coverage under any Shared Policy related thereto; (ii) have no rights to any such coverage under the Shared Policies with respect to any Released Insurance Matters; and (iii) make no claims (and which amount shall not be deemed under any Shared Policies with respect to be Business Cash)any Released Insurance Matters.

Insurance Matters. Buyer acknowledges that certain policies (a) Seller shall, and insurance coverage maintained on behalf of the Business on the Agreement Date may be part of the corporate insurance program maintained by Seller and shall cause its Subsidiaries and related to, prior to businesses other than the Business, in which case, such coverage will not be transferred to Buyer. From and after the Closing Date, the Purchased Entities and their Subsidiaries shall cease to be insured by Seller’s or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and any of its Affiliates may, to be effective at the Closing, amend use commercially reasonable efforts to make claims under any occurrence based insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From of Seller or its Subsidiaries, and at Buyer’s request and at Buyer’s expense from and after the Closing, Buyer shall be responsible for securing all use commercially reasonable efforts to permit the Group Companies to make claims under any occurrence based insurance it considers appropriate for policies of Seller or its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or Subsidiaries, in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, howevereach case, with respect to (a) acts, omissions, events or circumstances relating to any Group Company or the Assumed Liabilities or (b) losses or damages related to the Purchased Assets, the Purchased Entities or their assets, each of which Acquired Business that occurred or existed prior to the Closing Date Closing, and which with respect to the period prior to the Closing, only to the extent of the Company’s Knowledge of such claims, in each case, that are covered by Seller’s or its Subsidiaries’ occurrence-occurrence based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by of Seller or any of its Subsidiaries with comparable assets included in the Purchased AssetsAffiliates, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except subject to the extent that Seller’s ability to pursue such claim or recover under terms and conditions of such policies is actually and materially prejudiced thereby)this Agreement, and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnity, under such policies to the extent such coverage and limits are available (such claims made after the Closing being referred to as “Post-Closing Insurance Claims”); provided, that from and after the Closing, Buyer shall exclusively bear, or cause the applicable Group Company to exclusively bear, and neither Seller nor any of its Affiliates shall have any obligation to repay or reimburse the Buyer or any Group Company for, the amount of any deductibles or self-insured retentions associated with such claims under such policies to the extent payable from and after the Closing. After the Closing, to the extent Seller or any of its Subsidiaries receives insurance proceeds received with in respect thereto of any Post-Closing Insurance Claim, Seller shall be promptly delivered to provide Buyer or the applicable Group Company the amount of such proceeds (calculated net of reasonable any expenses or costs reasonably incurred in procuring such recovery and any increase in premiums or retroactive premium adjustments or chargebacks paid by or on behalf of Seller or any of its Subsidiaries as a result of Affiliates in connection with making such claimsPost-Closing Insurance Claim or seeking such coverage). . (b) Prior to the Closing, Seller agrees to and the Company shall, and shall cause their subsidiaries and officers, managers, employees and advisors to, use its commercially reasonable efforts to pursue cooperate with Buyer in connection with the arrangement of the Replacement Insurance, including using commercially reasonable efforts to: (i) participate at reasonable times in a commercially reasonable number of meetings or presentations in connection with Buyer procuring the Replacement Insurance, including the underwriting thereof, in each case, upon reasonable advance notice (provided that such participation may be over conference call or other electronic means, and need not be in person); (ii) furnish Buyer and its brokers and potential insurers with pertinent information regarding the Acquired Business (including the Acquired Companies) as shall exist or is customarily prepared (and is not already available to Buyer) and is reasonably requested in writing by Buyer for use in connection with procuring the Replacement Insurance; (iii) facilitate the preparation and execution of definitive Replacement Insurance documents as may be reasonably requested by Bxxxx regarding the Acquired Business; and (iv) provide other customary cooperation as reasonably requested by Bxxxx (including the execution and delivery of appropriate authorizing resolutions by board members or managers that will continue in such roles with the Company and/or its Subsidiaries following Closing; it being understood that such resolutions shall not be effective prior to the Closing); provided, in each case, that (A) neither Seller nor any of its Subsidiaries shall be required to incur or satisfy any Liability (including the payment of any fees) in connection with the Replacement Insurance prior to the Closing (other than in respect of the Data Migration), (B) except as set forth in Section 7.19(b)(iv), the pre-Closing directors or managers, as applicable, of the Group Companies shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Replacement Insurance is obtained, (C) neither Seller nor any of its Subsidiaries shall be required to execute or deliver prior to the Closing any definitive documents in respect of the Replacement Insurance that are effective prior to the Closing (other than the Replacement Insurance application), (D) other than the Data Migration, neither Seller nor its Subsidiaries shall be required to take any corporate or similar actions prior to the Closing to permit the consummation of the Replacement Insurance that are effective prior to the Closing, (E) no Affiliate of the Company (other than Seller and the Subsidiaries of the Company) shall have any obligations under this Section 7.19(b), (F) neither Seller nor its Subsidiaries shall be required to take any action that would reasonably be expected to conflict with, or result in a violation or breach of, or default (with or without notice or lapse of time) under Seller’s or its Subsidiaries’ organizational and governing documents, any applicable Law or, subject to the other terms of this Agreement, any material Contract to which Seller or any of its Subsidiaries is a party, (G) except in respect of the Data Migration, neither Seller nor its Subsidiaries shall be required to provide any assistance or cooperation that would unreasonably interfere with its business operations, (H) neither Seller nor any of its Subsidiaries shall be required to make any representation, warranty, statement, disclosure or certification that, in the good faith determination of such Person, is not true and (I) neither Seller nor any of its Subsidiaries shall be required to provide access to or disclose information that Seller determines would jeopardize any attorney-client privilege or other similar legal privilege of Seller or any of its Affiliates and that in the event that Group Company does not provide access or information in reliance on this clause, the Company shall provide notice to Buyer that such access or information is being withheld and Seller shall cooperate in seeking to allow disclosure of such information in a manner that is not reasonably likely to cause any waiver of privilege. Prior to the Closing and subject to clauses (A) through (I) of the immediately preceding sentence, Seller shall (i) deliver to Buyer all such claimsinformation reasonably requested by Buyer and reasonably necessary for Buyer to submit a true and complete application in respect of the Replacement Insurance (that has not already been provided in due diligence and that is not already available to Buyer) on or prior to November 11, 2022 and any additional information that may reasonably be requested by potential insurers in response thereto and (ii) shall and shall cause its Subsidiaries to, take any and all actions reasonably necessary to complete the Data Migration at least five (5) Business Days prior to the Closing; provided, however, that Buyer nothing herein shall exclusively bear require Seller or any of its Subsidiaries to disclose any information if such disclosure would, in the reasonable judgment of Seller, (and x) cause significant competitive harm to Seller or any of its Affiliates, (y) violate applicable Law or (z) jeopardize any attorney-client or other legal privilege; provided, further, in each case, that Seller shall have no obligation to repay or reimburse give Buyer for) the amount notice of any per-claim deductibles associated information so withheld and the Parties shall cooperate in seeking to allow disclosure of such information in a manner that is not reasonably likely to cause significant competitive harm, violate applicable Law or Contract or cause any waiver of privilege. Seller shall provide evidence reasonably satisfactory to Buyer of the completion of the Data Migration prior to the Closing. During the period beginning on the date hereof and continuing until the completion of the Data Migration, Seller shall keep Buyer reasonably apprised of the status of the Data Migration, including providing Buyer with claims weekly updates on the status of the Data Migration, and shall consider in good faith any suggestions made under such policies and programsby Buyer in connection with the Data Migration. If Replacement Insurance is not available to Buyer and at Closing after Buyer has used its reasonable best efforts to secure same (subject to Seller’s compliance with the terms of this Section 7.19(c)), Seller shall cooperate in connection with making such claim good faith and each Party shall provide the other with all reasonably requested information necessary use commercially reasonable efforts to make such claim. To assist Buyer and its Affiliates in obtaining alternative Replacement Insurance, which reasonable efforts may include to the extent Seller reasonably foreseeable entering into an additional Cyber and Technology E&O insurance policy together with Buyer or its Subsidiaries receives any property or casualty insurance proceeds Affiliates as additional insureds and/or from and after the date hereof Closing, naming TaxAct as an additional insured under the Seller’s Cyber and Technology E&O policies for the duration of the TSA (all at Buyer’s sole expense, Buyer being responsible for all documented out-of-pocket costs and expenses incurred by Seller, its Affiliates and their respective representatives in connection with such cooperation). (c) Notwithstanding anything to the damage or complete destruction of any Purchased Assets or assets contrary contained herein, it is understood and agreed that would have been included the conditions precedent set forth in Section 8.2(a) and Section 8.2(b), as applied to the Purchased Assets but for such damage or complete destruction Company’s and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased AssetsSeller’s obligations under this Section 7.19, 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash)satisfied unless the Replacement Insurance has not been obtained as a direct result of the Company’s knowing and intentional breach of its obligations under this Section 7.19.

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of the Business on the Agreement Date may be part of the corporate insurance program maintained by Seller and its Subsidiaries and related to businesses other than the Business, in which case, subject to the terms of this Section 6.7, such coverage will not be available or transferred to Buyer. From and after the Closing Date, the Purchased Entities and their Subsidiaries shall cease to be insured by Seller’s or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and any of its Affiliates may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or (b) losses or damages related to the Purchased Assets, the Purchased Entities or their assets, each of which occurred or existed prior to the Closing Date and which are covered by Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnitymake 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 Subsidiaries 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 Subsidiaries 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 pursue all such claims; provided, however, that Buyer shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) the amount of any per-claim deductibles 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 Subsidiaries 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 Subsidiaries 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash).

Insurance Matters. Buyer (a) Subject to, and other than as set forth in Section 6.4(b), Spinco acknowledges that certain policies and insurance coverage maintained on behalf of the Business on the Agreement Date may be 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 transferred to Buyer. From from and after the Closing DateSeparation Time: (i) any insurance policies maintained by WDC or its Subsidiaries, including any self-insurance, fronted insurance or captive insurance policy or program (the “WDC Insurance Policies”), shall not be available, transferred or assigned to Spinco, the Purchased Entities Spinco Subs, the Flash Assets or the Flash Business; (ii) Spinco, the Spinco Subs, the Flash Assets and their Subsidiaries the Flash Business shall cease to be insured by Seller’s or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, the WDC Insurance Policies; and Seller and any of its Affiliates may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer (iii) Spinco shall be responsible for securing all insurance it considers deems appropriate for its the operation of Spinco, the Spinco Subs, the Flash Assets and the Flash Business. Buyer covenants . (b) From and agrees not to seek after the Separation Time, Spinco and the Spinco Subs shall have the right to assert claims under the occurrence-based WDC Insurance Policies covering the period prior to the Separation Time, other than any self-insurance, fronted insurance or captive insurance policy or program (“Shared WDC Policies”), arising out of any actual or alleged occurrence occurring prior to exercise the Separation Time relating to Spinco, the Spinco Subs, the Flash Assets or the Flash Business (“Pre-Separation Spinco Claims”). Except as provided in this Section 6.4(b), from and after the Separation Time, WDC shall have no obligation to Spinco and the Spinco Subs with respect to or under any rights or claims of the Shared WDC Policies; provided that from and after the Separation Time, WDC shall use commercially reasonable efforts to direct any carriers under the Shared WDC Policies to make any available insurance coverage under the Shared WDC Policies available to Spinco, the Spinco Subs, the Flash Assets and the Flash Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insuredfor Pre-Separation Spinco Claims; provided, howeverfurther, that (i) all deductibles, retentions, claims handling fees and similar amounts incurred or payable under any such Shared WDC Policies shall be shared in the same proportion as any insurance proceeds actually received by the WDC Group, on the one hand, and the Spinco Group, on the other hand, with respect to any one claim (aor related claims) events relating to under the Assumed Liabilities or (b) losses or damages related to the Purchased Assets, the Purchased Entities or their assets, each of which occurred or existed prior to the Closing Date and which are covered by Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), relevant Shared WDC Policy and (ii) Seller Spinco shall and shall cause its Subsidiaries to tender be solely responsible for defense and indemnity, under such policies any retrospective premium increases to the extent such coverage and limits are available attributable to any Pre-Separation Spinco Claims; provided, further, that any amounts due to WDC under such policies and any insurance proceeds received with respect thereto this Section 6.4(b) shall be remitted promptly delivered by Spinco to Buyer WDC following WDC’s written request. (calculated net c) With respect to Pre-Separation Spinco Claims, Spinco and the Spinco Subs shall be solely responsible for the submission, processing, administration and handling 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 Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claimsthe Pre-Separation Spinco Claims under the Shared WDC Policies; provided, however, that Buyer at Spinco’s reasonable request and sole cost and expense, WDC shall exclusively bear reasonably cooperate with and assist Spinco and the Spinco Subs in the submission, processing, administration and handling of the Pre-Separation Spinco Claims under the Shared WDC Policies. (d) Spinco and Seller the Spinco Subs shall keep WDC reasonably apprised of any Pre-Separation Spinco Claims under the Shared WDC Policies, and WDC shall have no obligation the right to repay or reimburse Buyer forreasonably monitor any such Pre-Separation Spinco Claims under the Shared WDC Policies. (e) With respect to all Shared WDC Policies, Spinco and the amount of any per-claim deductibles associated with claims made under such policies Spinco Subs agree 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 covenant not to make such claim. To any claim or assert any rights against WDC or under the extent Seller or its Subsidiaries receives any property or casualty insurance proceeds after the date hereof Shared WDC Policies except as expressly provided under this Section 6.4. (f) Notwithstanding anything 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 Subsidiaries with comparable assets included in the Purchased Assetsthis Agreement, Seller shall at or promptly following the Closing (or, if later, promptly following the date receivedi) 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 Subsidiaries as a result of such claims (and which amount WDC shall not be deemed to have made any representation or warranty as to the availability of any coverage under any Shared WDC Policies; (ii) except for Retained Claims or as provided in Section 4.4, neither WDC nor its Subsidiaries shall be Business Cashliable to Spinco or the Spinco Subs for any claims, or portions thereof, not covered by an insurer under any Shared WDC Policy for any reason, including any deductibles, retentions, policy terms, conditions, exclusions, limitations or restrictions (including erosion or exhaustion of limits), coverage disputes, failure to timely notice a claim by WDC, Spinco or the Spinco Subs, any defect in such claim or its processing or bankruptcy or insolvency of any insurance carrier; and (iii) WDC shall retain all rights to control the Shared WDC Policies, including the right to erode, exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of the Shared WDC Policies, notwithstanding the right of Spinco and the Spinco Subs to make claims under the Shared WDC Policies in accordance with this Section 6.4.

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of the Business on the Agreement Date may be 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 transferred to Buyer. From and after (i) On the Closing Date, the Purchased Entities Buyer shall have in place liability insurance in such amounts and for such coverages as are in the reasonable business judgment of the Buyer prudent. (ii) Each of the parties hereto acknowledges and agrees that the Seller (or any of its Affiliates) and their agents shall maintain exclusive control of all claim management and settlements with Seller's insurance carriers relating to the Company and the Subsidiaries shall cease for all periods prior to be insured by Seller’s or its Affiliates’ insurance policies the Closing Date for all insurable matters for which indemnification has been sought pursuant to (S)8(b); provided that the Parties agree that claims occurring post-Closing or by any of their involving the student accident program (as described below) are specifically excluded from indemnification under (S)8(b). The Company operates a self-insured programsstudent accident program that is administered by Xxxxxx X. Xxxxxxxxx and supplements the Company's general liability insurance plan. The Company's student accident plan provides compensation when children are injured while in the Company's care regardless of fault. If the medical costs are less than $200, the Company will pay for the costs. If the costs exceed $200, the Company asks that the claim be submitted to the parent's medical insurance plan and the Company will pay any deductibles or co-pays so that the parent is not out-of-pocket any money. The maximum benefit available under the plan is $10,000 and the plan also has a $5,000 death benefit. (iii) Upon request by the Seller, the Buyer agrees to cooperate reasonably with the Seller and to use commercially reasonable efforts to provide Seller with prompt written notice regarding any matter which could reasonably be expected to lead to an insured claim of its Affiliates may, the Company or any Subsidiary under the Seller's insurance programs for a period prior to be effective at the Closing. (iv) In the event of any written notice from the Seller of a pending insurance claim for a period prior to the Closing, amend the Buyer shall provide reasonable cooperation to the Seller and shall make available to the Seller during normal business hours and upon reasonable notice (consistent with the terms of (S)6(b) above), all Books and Records and personnel of the Buyer, the Company and the Subsidiaries which are reasonably necessary for the Seller to deal with the investigation, adjudication and settlement of any such pending insurance claims. (v) Upon request by the Seller, the Buyer agrees to (A) designate and make available to the Seller an officer of the Company who shall be responsible for making an employee of the Company available to assist the Seller and the Parent in responding to claims related inquiries related to, and (B) cooperate with the Seller with respect to, insurance claims procedures and policies in (including claims management) existing under the manner it deems appropriate Seller's insurance programs which relate to give effect the Company or any Subsidiary with dates of occurrence prior to this Section 6.7. the Closing Date. (vi) From and after the Closing, the Seller may, in its sole discretion and without the consent of the Company, make changes to any of its insurance programs that relate to Parent and its Subsidiaries (including without limitation changes relating to insurance coverage). (vii) From and for ninety days after the Closing, the Buyer shall be responsible for securing all insurance it considers appropriate for its operation cause the Company to continue to provide employees of the Business. Buyer covenants Company and agrees its Subsidiaries who are not to seek to assert or to exercise any rights or claims actively at work as a result of the Business or any Purchased Entity under or in respect a work-related disability with a date of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or (b) losses or damages related to the Purchased Assets, the Purchased Entities or their assets, each of which occurred or existed occurrence prior to the Closing Date and which are covered by Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ with compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (i) Buyer may promptly notify Seller of any matter that is reasonably expected substantially comparable to give rise to a claim under any such policy (provided, that, the failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except that provided immediately prior to the extent that Seller’s ability to pursue onset of such claim or recover under such policies is actually work-related disability and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnity, under such policies consistent with the Company's salary continuation program in effect immediately prior 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 Closing. (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 Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that viii) The Buyer shall exclusively bear (and Seller shall have no obligation promptly pay to repay or reimburse Buyer for) the Parent the amount of any per-proceeds or recovery received by the Company or any Subsidiary which resulted from any settlement or subrogation of any insurance claim deductibles associated relating to the Company or any Subsidiary with dates of occurrence prior to the Closing Date concerning matters for which the Parent and the Parent's insurance carriers are responsible. (ix) From and after the Closing, with respect to the Company and its Subsidiaries, the Buyer shall cause the Company to (A) continue to report, process and manage worker compensation claims made under such with dates of occurrence prior to the Closing Date in accordance with the policies and programs. Buyer procedures established by the Parent and Seller shall cooperate in connection effect immediately prior to Closing, and (B) retain the third party administrator(s) and workers compensation insurance provider(s) used by the Parent immediately prior to Closing with making such claim and each Party shall provide the other respect to worker compensation claims with all reasonably requested information necessary dates of occurrence prior to make such claim. To the extent Seller or its Subsidiaries 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 Subsidiaries 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash)Date.

Insurance Matters. Buyer acknowledges that certain policies (a) Subject to the terms and insurance coverage maintained on behalf of conditions set forth herein, Seller agrees to take any and all actions necessary to ensure that, for the Business period beginning on the Agreement Closing Date may be part of and ending on the corporate sixtieth (60th) day thereafter (the "Transition Period"), the Company is a named insured, and/or an additional insured, and shall have, as a result thereof, the same insurance program maintained by Seller coverage, protection and rights with respect to any claims made against it, its Subsidiaries and related to businesses other than the Businessassets or its current or former employees, in which casewhether such claims arise prior to, such coverage will not be transferred to Buyer. From and on or after the Closing Date, the Purchased Entities and their Subsidiaries shall cease to be insured by Seller’s or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and any of its Affiliates may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business Company had or any Purchased Entity is a named insured; provided, however, with respect to has (adirectly or through Seller's insurance policies) events relating to the Assumed Liabilities or (b) losses or damages related to the Purchased Assets, the Purchased Entities or their assets, each of which occurred or existed immediately prior to the Closing Date and under those insurance policies set forth on Schedule 6.9 hereof to the extent permitted by the applicable insurer; provided, however that, the Company, not Seller, will bear the cost of all claims, that would, as of the Closing Date be self-insured claims, as well as all other claims for which are covered by Seller’s or its Subsidiaries’ occurrence-based the Company has no third-party liability coverage as of the Closing Date, and the Company will pay the premiums (or its proportionate share of applicable premiums) for all coverage available to it during such 60-day period. (b) Notwithstanding the provisions of Section 6.9(a), Seller will have no obligation to pursue any claims or coverage disallowed by the Company's insurers, or to litigate to enforce any Company claim, and Purchaser hereby indemnifies and holds Seller harmless from and against all costs, expenses or other liabilities (including applicable premiums, fees and compliance costs, other than standard administrative costs) incurred by Seller or any of its Affiliates as a result of the coverages being provided and the handling of claims thereunder. (c) Upon the termination of the 60-day period described in Section 6.9(a), Seller will continue to allow claims to made by the Company pursuant to any third-party insurance policy covering the Company, and will cooperate with Purchaser and the Company in submitting Company Claims (or pursuing Company Claims previously made) on behalf of Purchaser or the Company under Seller's Insurance Policies, but solely with respect to occurrences arising on or before the end of the Transition Period, and only to the extent accepted by the insurer. (d) Notwithstanding the foregoing, to the extent that (i) any insurance policies controlled by Seller and workers’ compensation insurance its Affiliates ("Seller's Insurance Policies") cover any loss, liability, claim, damage or which involved expense relating to the Company, the Subsidiaries or their businesses, assets or current or former employees ("Company Liabilities") and relating to or arising out of occurrences through the date of the Closing and (ii) Seller's Insurance Policies continue after the Closing to permit claims to be made thereunder with respect to Company Liabilities relating to or arising out of occurrences through the date of the Closing ("Company Claims"), Seller shall cooperate and cause its Affiliates to cooperate with Purchaser and the Company in submitting Company Claims (or pursuing Company Claims previously made) on behalf of Purchaser or the Company under Seller's Insurance Policies; provided that would have been included in the Purchased Assets but for the fact Seller shall be under no obligation to commence or maintain litigation to enforce any Company Claim and that they were damaged Purchaser shall reimburse, indemnify and hold Seller and its Affiliates harmless from all liabilities, costs and expenses (including without limitation, all present or destroyed future premiums, deductibles, legal and were not replaced administrative costs, attorney's fees, overhead and costs of compliance under Seller's Insurance Policies) of any nature actually incurred by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnity, 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 Subsidiaries Affiliates as a result of Company Claims made under Seller's Insurance Policies. Upon the incurrence or accrual of any such claims). liability, cost or expense relating to Company Claims made under Seller's Insurance Policies and upon receipt from Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) of a statement of the amount of any per-claim deductibles associated with claims made under such policies liabilities, costs and programs. Buyer and Seller shall cooperate expenses in connection with making such claim and each Party shall provide the other with all reasonably requested information necessary reasonable detail, from time to make such claim. To the extent time, Purchaser agrees to pay promptly to Seller or its Subsidiaries receives any property or casualty insurance proceeds after Affiliates the date hereof amount indicated 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 Subsidiaries 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash)statement.

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of (a) Notwithstanding anything to the Business on the Agreement Date may be part of the corporate insurance program maintained by Seller and its Subsidiaries and related to businesses other than the Businesscontrary herein, in which case, such coverage will not be transferred to Buyer. From from and after the Closing DateSeparation Time, TransCo, the Purchased Entities Transmission Assets and their Subsidiaries the Transmission Business shall cease be, and shall continue to be insured by Seller’s be, covered under insurance policies of Entergy or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and any of its Affiliates maySubsidiaries (as applicable), to be effective at the Closingextent insurance coverage exists, amend any insurance policies in until the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or Effective Time. (b) losses or damages related to the Purchased AssetsSubject to, and other than as set forth in, Sections 8.06(c) through (e) ITC acknowledges that: (i) coverage for TransCo, the Purchased Entities or their assets, each Transmission Assets and the Transmission Business for the period after the Effective Time under all of which occurred or existed the insurance policies maintained by Entergy prior to the Closing Date and which are covered by Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in Effective Time will be terminated effective as of the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), Effective Time and (ii) Seller shall upon such termination, TransCo, the Transmission Assets and shall cause its Subsidiaries the Transmission Business will cease to tender for defense and indemnity, be covered under such policies with respect to the period after the Effective Time. (c) For any claim asserted against any TransCo or any TransCo Sub after the Effective Time arising out of an occurrence taking place prior to the Effective Time (“Post- Closing Claims”), TransCo and each TransCo Sub may access coverage under the occurrence- based insurance policies of Entergy or its Subsidiaries (as applicable) issued or in place prior to the Effective Time under which TransCo or any TransCo Sub is insured (the “Pre-Closing Occurrence Based Policies”), to the extent such insurance coverage exists. After the Effective Time, TransCo or any TransCo Sub may seek coverage for any Post-Closing Claim under any applicable Pre-Closing Occurrence Based Policies, to the extent such insurance coverage exists, and limits are available under such policies Entergy 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 Subsidiaries (as a result applicable) shall cooperate with TransCo and the TransCo Subs in connection with the tendering of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer (i) TransCo or the TransCo Subs shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) the amount promptly notify Entergy of any perall such Post-claim deductibles 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 Subsidiaries 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 Subsidiaries 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash).Claims and

Insurance Matters. Buyer Each Purchaser acknowledges that certain policies and that, upon (i) the OpCo Closing, all nontransferable insurance coverage maintained on behalf of provided in relation to Sellers and the Business on the Agreement Date may be part of the corporate insurance program OpCo Acquired Assets that is maintained by any Seller and or its Subsidiaries and related to businesses other than the Business, in which case, Affiliates (whether such coverage will not be transferred to Buyer. From and after the Closing Date, the Purchased Entities and their Subsidiaries policies are maintained with third party insurers or with such Seller or its Affiliates) shall cease to be insured by Seller’s or its Affiliates’ insurance policies for claims occurring post-Closing or by provide any of their self-insured programs, coverage to OpCo Purchaser and Seller the OpCo Acquired Assets and any of its Affiliates may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer no further coverage shall be responsible for securing all insurance it considers appropriate for its operation of available to OpCo Purchaser or the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or (b) losses or damages related to the Purchased Assets, the Purchased Entities or their assets, each of which occurred or existed prior to the Closing Date and which are covered by Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in the Purchased OpCo Acquired Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), and (ii) Seller shall the PropCo Closing, all nontransferable insurance coverage provided in relation to Sellers and shall cause its Subsidiaries to tender for defense and indemnity, under such policies to the extent such coverage and limits are available under such policies and PropCo Acquired Assets that is maintained by 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 Subsidiaries as a result of Affiliates (whether such claims). policies are maintained with third party insurers or with such Seller agrees or its Affiliates) shall cease to use its commercially reasonable efforts provide any coverage to pursue all PropCo Purchaser and the PropCo Acquired Assets and no further coverage shall be available to PropCo Purchaser or the PropCo Acquired Assets under any such claimspolicies; provided, however, that Buyer the applicable Purchaser shall exclusively bear (have the right to make claims and the right to proceeds with respect to any matter related to the Assumed Liabilities under any insurance policies for occurrence-based claims pertaining to, arising out of and inuring to the benefit of any Seller for all periods prior to the applicable Closing, and Seller shall have no obligation seek the maximum recovery or allow such Purchaser to repay or reimburse Buyer for) the amount of any per-claim deductibles associated with claims made seek recovery under such policies insurance policies, in each case, at such Purchaser’s sole cost and programs. Buyer expense (including any deductibles, self-insured retentions or other out-of-pocket expenses incurred in connection therewith), and Seller shall cooperate in connection with making a Purchaser if it seeks recovery, with respect to such claim matters and each Party shall provide the other with all reasonably requested information necessary remit any insurance proceeds actually obtained therefrom (net of such Seller’s reasonable and documented costs and expenses of seeking such recovery, to make such claim. To the extent Seller not otherwise paid or reimbursed by such Purchaser) to such Purchaser or its Subsidiaries 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 Subsidiaries 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash)Designee.

Insurance Matters. (a) Buyer acknowledges that certain policies and insurance coverage maintained on behalf of the Business on the Agreement Date may be part of the corporate insurance program maintained by Seller and its Subsidiaries and related to businesses other than the Businessagrees that, in which case, such coverage will not be transferred to Buyer. From and after the Closing Date, the Purchased Entities and their Subsidiaries shall cease to be insured by Seller’s or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and any of its Affiliates may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7. From from and after the Closing, where applicable, (i) Seller or its Affiliates will terminate coverage of the Company and its Subsidiaries under any and all insurance policies (including property/casualty and workers’ compensation policies) maintained immediately prior to the Closing by Seller or any of its Affiliates (other than the Company and its Subsidiaries) (collectively, “Seller’s Insurance Policies”), (ii) none of the Company, its Subsidiaries, the Business nor any Covered Person will be covered under Seller’s Insurance Policies for any actions, omissions or events occurring after the Closing, (iii) Buyer shall be become solely responsible for securing procuring, maintaining and paying for all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, policies with respect to the Company, its Subsidiaries, the Business and the Covered Persons except as set forth below and (iv) Seller and its Affiliates (other than the Company and its Subsidiaries) shall retain all right, title and interest in and to Seller’s Insurance Policies, including the right to any credit or return premiums due, paid or payable in connection with the termination thereof. (b) Notwithstanding clause (a) events relating to above: (i) Seller acknowledges and agrees that Seller shall (x) maintain a directors and officers liability insurance policy (the Assumed Liabilities or (b) losses or damages related to “D&O Insurance Policy”), with prior acts coverage, for the Purchased Assets, benefit of the Purchased Entities or their assets, each directors and officers of which occurred or existed the Company and its Subsidiaries who were acting in such capacities prior to the Closing Date (the “Outgoing D&Os”) for any acts and omissions which are are, by the terms of such D&O Insurance Policy, covered by Seller’s or such policy, (y) continue the coverage of the Outgoing D&Os under the D&O Insurance policy for at least 6 years following the Closing Date and (z) the insurance coverage applicable to the Outgoing D&Os shall be on the same terms and conditions that apply to the then-serving officers and directors of Volt and its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause ; and (ii), except ) to the extent that Seller’s ability any (A) Outgoing D&O brings a claim against the Company or any of its Subsidiaries for indemnification relating to pursue acts or omissions of the Outgoing D&O or (B) third party brings a claim against the Company or any of its Subsidiaries for acts or omissions of any Outgoing D&O, in each case, (x) that occurred prior to the Closing Date, (y) which is covered by the D&O Insurance and (z) is made on or before the 6th anniversary of the applicable underlying acts or omissions of the Outgoing D&O giving rise to the claim (each such claim, a “D&O Claim”), Buyer shall provide prompt written notice to Volt after receiving notice from any Outgoing D&O of any D&O Claim or suffering a loss that gives rise to a D&O Claim and Volt shall promptly file such D&O Claim against the insurer and Volt shall indemnify Buyer for any Losses incurred with respect to any D&O Claim up to an aggregate amount capped at the amount actually recovered by Volt under such D&O Insurance Policy in respect of such D&O Claim, after deduction of all insurance deductibles, costs and expenses associated with filing and pursuing such claim or recover under and recovering such policies is actually and materially prejudiced thereby), and (ii) Seller shall and shall cause its Subsidiaries to tender for defense and indemnity, 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 Subsidiaries as a result of such claimsthe “Recovery Amount”). Seller agrees to Volt shall use its commercially reasonable efforts in good faith to pursue the D&O Claim against the insurer, in consultation with Buyer and the Company. Volt shall provide Buyer with all such claims; providedinformation regarding the D&O Claim as Buyer and the Company shall reasonably request, however, that and Buyer shall exclusively bear provide Volt with all information regarding the D&O Claim as Volt shall reasonably request. Volt shall not shall not enter into settlement of any D&O Claim without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of Buyer. Notwithstanding anything to the contrary herein, under no circumstances shall the indemnification obligations of Seller with respect to any D&O Claim under this Section 6.3(b)(ii) exceed the Recovery Amount with respect to such D&O Claim. If a D&O Claim is tendered by Seller to the insurer but coverage is denied in whole or in part under the D&O Insurance Policy, then upon the written request of Buyer, Seller shall provide to Buyer a summary of the relevant provisions of the applicable D&O Insurance Policy under which such coverage was denied or any applicable denial communication issued by the insurer and Seller shall have no obligation to repay indemnify Buyer under this Section 6.3(b)(ii) with respect to the portion of such D&O Claim for which coverage is denied unless such denial is reversed by the insurer. Any indemnification obligation of Seller under this Section 6.3(b)(ii) shall be satisfied by delivery, within 5 Business Days following receipt by Seller of funds from the insurer, of an amount equal to the Recovery Amount in immediately available funds by wire transfer to an account specified in writing by Buyer. The rights and obligations of the parties under this Section 6.3(b)(ii) are separate and distinct from any rights that the parties may have to indemnification under Article XII (it being understood and agreed to by the parties hereto that in no event shall either Buyer or reimburse any Buyer for) the amount Indemnitee be entitled to recover more than once in respect of any per-claim deductibles 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 Subsidiaries 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 Subsidiaries 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business CashLosses).

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of (a) Notwithstanding anything to the Business on the Agreement Date may be part of the corporate insurance program maintained by Seller and its Subsidiaries and related to businesses other than the Businesscontrary herein, in which case, such coverage will not be transferred to Buyer. From from and after the Closing DateSeparation Time, TransCo, the Purchased Entities Transmission Assets and their Subsidiaries the Transmission Business shall cease be, and shall continue to be insured by Seller’s be, covered under insurance policies of Entergy or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and any of its Affiliates maySubsidiaries (as applicable), to be effective at the Closingextent insurance coverage exists, amend any insurance policies in until the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or Effective Time. (b) losses or damages related to the Purchased AssetsSubject to, and other than as set forth in, Sections 8.06(c) through (e) ITC acknowledges that: (i) coverage for TransCo, the Purchased Entities or their assets, each Transmission Assets and the Transmission Business for the period after the Effective Time under all of which occurred or existed the insurance policies maintained by Entergy prior to the Closing Date and which are covered by Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in Effective Time will be terminated effective as of the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), Effective Time and (ii) Seller shall upon such termination, TransCo, the Transmission Assets and shall cause its Subsidiaries the Transmission Business will cease to tender for defense and indemnity, be covered under such policies with respect to the period after the Effective Time. (c) For any claim asserted against any TransCo or any TransCo Sub after the Effective Time arising out of an occurrence taking place prior to the Effective Time (“Post-Closing Claims”), TransCo and each TransCo Sub may access coverage under the occurrence-based insurance policies of Entergy or its Subsidiaries (as applicable) issued or in place prior to the Effective Time under which TransCo or any TransCo Sub is insured (the “Pre-Closing Occurrence Based Policies”), to the extent such insurance coverage exists. After the Effective Time, TransCo or any TransCo Sub may seek coverage for any Post-Closing Claim under any applicable Pre-Closing Occurrence Based Policies, to the extent such insurance coverage exists, and limits are available under such policies Entergy 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 Subsidiaries (as a result applicable) shall cooperate with TransCo and the TransCo Subs in connection with the tendering of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer (i) TransCo or the TransCo Subs shall exclusively bear promptly notify Entergy of all such Post-Closing Claims and (and Seller ii) ITC shall have no obligation to repay be responsible for the satisfaction or reimburse Buyer for) the amount payment of any perapplicable retention, deductible or retrospective premium with respect to any Post-claim deductibles associated with claims made under such policies and programsClosing Claim. Buyer and Seller shall cooperate in connection with making such claim and each Party shall provide In the other with all reasonably requested information necessary event that a Post-Closing Claim relates to make such claim. To the extent Seller same occurrence for which Entergy or its Subsidiaries receives is seeking coverage under Pre-Closing Occurrence Based Policies, and the limits under an applicable Pre-Closing Occurrence Based Policy are not sufficient to fund all covered claims of TransCo or 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 TransCo Sub (as applicable) and were not replaced by Seller Entergy or its Subsidiaries (as applicable), amounts due under such a Pre-Closing Occurrence Based Policy shall be paid to the respective entities in proportion to the amounts which otherwise would be due were the limits of liability infinite. (d) Entergy shall maintain in effect for not less than six (6) years after the Effective Time, by prepaid run-off, “tail coverage” endorsement or otherwise (including, by continuing to provide coverage under Entergy existing policies), the coverage provided by directors’ and officers’ liability and fiduciary liability insurance under which TransCo and the TransCo Subs are insured as of immediately prior to the Effective Time; provided, that Entergy may substitute prepaid policies of at least the same coverage containing terms and conditions that are no less advantageous to TransCo or any TransCo Sub so long as such substitution does not result in gaps or lapses in coverage with comparable assets included in respect to matters occurring prior to 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash)Effective Time.

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of (a) Notwithstanding anything to the Business on the Agreement Date may be part of the corporate insurance program maintained by Seller and its Subsidiaries and related to businesses other than the Businesscontrary herein, in which case, such coverage will not be transferred to Buyer. From from and after the Closing DateSeparation Time, Newco, the Purchased Entities Communications Assets and their Subsidiaries the Communications Business shall cease be, and Xxxxxxx shall use commercially reasonable efforts to be insured by Seller’s cause them to continue to be, covered under insurance policies of Xxxxxxx or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and any of its Affiliates maySubsidiaries (as applicable), to be effective at the Closingextent insurance coverage exists, amend any insurance policies in until the manner it deems appropriate to give effect to this Section 6.7. From and after the Closing, Buyer shall be responsible for securing all insurance it considers appropriate for its operation of the Business. Buyer covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or Effective Time. (b) losses or damages related to the Purchased AssetsSubject to, and other than as set forth in, Section 6.04(c) and Section 6.04(d), Newco acknowledges that: (i) coverage for Newco, the Purchased Entities or their assets, each Communications Assets and the Communications Business for the period after the Effective Time under all of which occurred or existed the insurance policies maintained by Xxxxxxx prior to the Closing Date and which are covered by Seller’s or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance or which involved assets that would have been included in Effective Time will be terminated effective as of the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), Effective Time; and (ii) Seller shall upon such termination, Newco, the Communications Assets and shall cause its Subsidiaries the Communications Business will cease to tender for defense and indemnity, be covered under such policies with respect to the period after the Effective Time. (c) For any claim asserted against any Newco or any Newco Sub after the Effective Time arising out of an occurrence taking place prior to the Effective Time (“Post-Closing Claims”), Newco and each Newco Sub may access coverage under the occurrence-based insurance policies of Xxxxxxx or its Subsidiaries (as applicable) issued or in place prior to the Effective Time under which Newco or any Newco Sub is insured (the “Pre-Closing Occurrence Based Policies”), to the extent such insurance coverage exists. After the Effective Time, Newco or any Newco Sub may seek coverage for any Post-Closing Claim under any applicable Pre-Closing Occurrence Based Policies, to the extent such insurance coverage exists, and limits are available under such policies Xxxxxxx 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 Subsidiaries (as a result applicable) shall cooperate with Newco and the Newco Subs in connection with the tendering of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that: (i) Newco or the Newco Subs shall promptly notify Xxxxxxx of all such Post-Closing Claims and; (ii) Newco shall be responsible for the satisfaction or payment of any applicable retention, deductible or retrospective premium with respect to any Post-Closing Claim. In the event that Buyer a Post-Closing Claim relates to the same occurrence for which Xxxxxxx or its Subsidiaries is seeking coverage under Pre-Closing Occurrence Based Policies, and the limits under an applicable Pre-Closing Occurrence Based Policy are not sufficient to fund all covered claims of Newco or any Newco Sub (as applicable) and Xxxxxxx or its Subsidiaries (as applicable), amounts due under such a Pre-Closing Occurrence Based Policy shall exclusively bear (and Seller be paid to the respective entities in proportion to the amounts which otherwise would be due were the limits of liability infinite. Notwithstanding anything to the contrary in this Agreement, following the Distribution Date members of the Newco Group shall have no obligation rights or claims against or with respect to repay (1) any captive insurance company of Xxxxxxx or reimburse Buyer forany of its Affiliates or (2) the amount any fronted insurance program maintained by Xxxxxxx or any of any per-claim deductibles associated with claims made under such policies and programs. Buyer and Seller its Affiliates that is not a “risk transfer” insurance program. (d) Xxxxxxx shall cooperate maintain 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 Subsidiaries receives any property or casualty insurance proceeds effect for not less than six (6) years after the date hereof Effective Time, by prepaid run-off, “tail coverage” endorsement or otherwise (including, by continuing to provide coverage under Xxxxxxx existing policies), the coverage provided by directors’ and officers’ liability and fiduciary liability insurance under which Newco and the Newco Subs are insured as of immediately prior to the Effective Time; provided, however, that Xxxxxxx may substitute prepaid policies of at least the same coverage containing terms and conditions that are no less advantageous to Newco or any Newco Sub so long as such substitution does not result in connection gaps or lapses in coverage with respect to matters occurring prior to 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 Subsidiaries 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash)Effective Time.

Insurance Matters. Buyer acknowledges that certain policies (a) From the Operative Date until the date on which Flex and insurance coverage maintained on behalf its Affiliates cease to hold in excess of 50% of the Business outstanding Nextracker Securities (the “Coverage End Date”), the members of the Nextracker Group shall continue to be insured on the Agreement terms and subject to the limits in place on the Operative Date may under the Shared Policies and shall be part entitled to receive coverage thereunder to the same extent as the Flex Group, in each case to the extent permitted under such applicable policy. As of the corporate insurance program maintained by Seller Coverage End Date, the coverage under all Shared Policies shall continue in force only for the benefit of the Flex Group and its Subsidiaries and related to businesses other than not for the Business, in which case, such coverage will not be transferred to Buyerbenefit of the Nextracker Group. From Effective from and after the Closing Coverage End Date, the Purchased Entities and their Subsidiaries Nextracker Group shall cease to be insured by Seller’s or arrange for its Affiliates’ own insurance policies with respect to the Nextracker Business covering all periods (whether prior to or following the Operative Date) and agrees not to seek, through any means, to benefit from any of the Flex Group’s insurance policies or the Shared Policies that may provide coverage for claims occurring post-Closing or by relating in any way to the Nextracker Business prior to the Coverage End Date. (b) Where Shared Policies with an unaffiliated third party insurer (and excluding, for the avoidance of their doubt, any self-insured programsinsurance, captive insurance or similar program) cover Nextracker Liabilities reported to such unaffiliated third party insurer after the Operative Date and before the Coverage End Date, with respect to an occurrence prior to the Coverage End Date, under an occurrence-based or claims-made policy (collectively, “Covered Claims”), then the members of the Nextracker Group may claim coverage for such Covered Claims under such Shared Policies and receive any insurance recoverables with respect thereto, without any prejudice or limitation to Flex seeking insurance under the Shared Policies for its own claims; provided that Flex may, in its sole discretion, participate in or control the prosecution or defense of any such Covered Claim. After the Operative Date, Flex shall procure and administer the Shared Policies, provided that such administration shall in no way limit, inhibit or preclude the right of the members of the Nextracker Group to insurance coverage thereunder in accordance with this Section 9.1(b), in each case, with respect to Covered Claims. Nextracker PubCo and Nextracker OpCo shall promptly notify Flex of any Covered Claims, and Seller and Flex agrees to reasonably cooperate with the Nextracker Group concerning the pursuit of coverage with respect to any of its Affiliates maysuch Covered Claim, to be effective in each case at the Closing, amend any insurance policies in expense of the manner it deems appropriate Nextracker Group (to give effect to this Section 6.7. From the extent such expenses are not covered by the applicable Shared Policies). (c) Nextracker PubCo and after the Closing, Buyer Nextracker OpCo shall be responsible for securing all insurance it considers appropriate for its operation complying with the terms of the BusinessShared Policies to obtain coverage for such Covered Claims, including if the Shared Policy requires any payments to be made in connection therewith (including self-insured retentions or deductibles), and Nextracker PubCo or Nextracker OpCo shall make any such required payments and maintain any required or appropriate accruals or reserves for such Covered Claims. Buyer covenants Any proceeds received by Flex from any insurance carrier that relate to Covered Claims shall be paid promptly to Nextracker PubCo or Nextracker OpCo, as the case may be. In the event that Covered Claims relate to the same occurrence for which Flex is seeking coverage under such Shared Policies and agrees not to seek to assert or to exercise any rights or claims of the Business or any Purchased Entity under or in respect of any past or current insurance policy under for which the Business parties have a shared defense, Flex, Nextracker PubCo and Nextracker OpCo shall jointly defend any such claim pursuant to Section 5.6 and waive any conflict of interest necessary to conduct a joint defense, and shall bear any expenses in connection therewith equally (to the extent such expenses are not covered by the applicable Shared Policies), including self-insured retentions or any Purchased Entity is a named insureddeductibles; provided, however, with respect if any Party determines in good faith that such Party and the other Parties have actual or potential differing defenses or conflicts of interests between them that make joint representation inappropriate, then such Party shall have the right to employ separate counsel (aincluding local counsel as necessary) events relating and to participate in (but not control) the defense, compromise, or settlement thereof, at such Party’s own expense. In the event that policy limits under an applicable Shared Policy are not sufficient to fund all claims of the Flex Group and the Nextracker Group, amounts due under such Shared Policy shall be paid on a first come, first served basis, and any amounts simultaneously due shall be paid to the Assumed Liabilities or (b) losses or damages related respective entities in proportion to the Purchased Assetsassessed value of each respective entity’s claim or claims; provided that, in the Purchased Entities or their assets, each of which occurred or existed prior event the claims paid to the Closing Date Nextracker Group under such Shared Policy exceed 5% of the policy limit thereunder, and which are covered by Seller’s any member of the Flex Group subsequently makes any claim under such policy, then, Nextracker OpCo or its Subsidiaries’ occurrence-based third-party liability insurance policies and workers’ compensation insurance Nextracker PubCo shall pay (or which involved assets that would have been included in shall cause payment to be made) to Flex an amount equal to the Purchased Assets but for the fact that they were damaged or destroyed and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, lesser of (i) Buyer may promptly notify Seller the value of any matter that is reasonably expected to give rise to a the applicable Flex Group claim under any such in excess of the applicable policy (provided, that, the failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover under such policies is actually and materially prejudiced thereby), limit and (ii) Seller shall and shall cause its Subsidiaries the amount by which payments made to tender for defense and indemnity, the Nextracker Group under such policies to policy exceeded 5% of the extent such coverage and limits are available under such policies and any insurance proceeds received with respect thereto applicable policy limit. Upon a receipt of a written request from Nextracker PubCo or Nextracker OpCo, Flex 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 Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all reduce or cancel the Nextracker Group’s coverage under any Policies, effective no earlier than 60 days after Flex’s receipt of such claimsrequest; provided, howeverhowever that (i) any costs associated or incurred in connection with such reduction or cancellation shall be borne exclusively by the Nextracker Group, (ii) the Nextracker Group understands that Buyer there may be no premium refund or credit provided by the relevant insurers as a result of such reduction or cancellation, and (iii) if and to the extent that Flex actually receives a premium refund or credit from the relevant insurers for the term of the coverage so reduced or cancelled as a direct result of such reduction or cancellation, Flex shall exclusively bear only be obligated to credit or pay over to the Nextracker Group the lesser of (and Seller shall have no obligation to repay or reimburse Buyer forA) the amount of any per-claim deductibles associated with claims made under such policies and programs. Buyer and Seller shall cooperate credit or refund or (B) the amount, if any, last charged to the Nextracker Group by Flex for such coverage during such term. (d) Notwithstanding anything contained in connection with making such claim and each Party shall provide the other with all reasonably requested information necessary this Section 9.1, to make such claim. To the extent Seller Flex has entered into or agrees to enter into, whether on its Subsidiaries receives own or with respect to the any property arrangement provided for under this Section 9.1, any settlement agreement or casualty other arrangement with any insurance proceeds after provider regarding coverage under any Company Policy that provides for any limitation of coverage or release of such insurance provider with regard to any coverage thereunder, whether in whole or in part (collectively, the date hereof in connection with “Released Insurance Matters”), each of Nextracker PubCo and Nextracker OpCo agrees that it shall (i) abide by the damage terms of and, to the extent required, consent to, any such settlement or complete destruction of any Purchased Assets or assets that would have been included in arrangement relating to the Purchased Assets but for such damage or complete destruction and were not replaced by Seller or its Subsidiaries 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 Subsidiaries Released Insurance Matters as a result of condition to receiving any coverage under any Company Policy related thereto; (ii) have no rights to any such coverage under the Company Policies with respect to any Released Insurance Matters; and (iii) make no claims (and which amount shall not be deemed under any Company Policies with respect to be Business Cash)any Released Insurance Matters.

Insurance Matters. Buyer acknowledges that certain policies and insurance coverage maintained on behalf of the Business on the Agreement Date may be 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 transferred to Buyer. (a) From and after the Closing DateDistribution Time, the Purchased Entities Everett Group and their Subsidiaries the Everett Business shall cease to be insured by SellerHouston’s Insurance Policies. For the avoidance of doubt, Houston shall retain all rights to control its Insurance Policies, including the right to exhaust, settle, release, commute, buy back or its Affiliates’ insurance policies for claims occurring post-Closing or by any of their self-insured programs, and Seller and otherwise resolve disputes with respect to any of its Affiliates may, Insurance Policies notwithstanding whether any such Insurance Policies apply to be effective at any Liabilities of any member of the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.7Everett Group. From and after the Closing, Buyer Everett shall be responsible for securing all insurance Insurance Policies that it considers appropriate for the Everett Business and the operation thereof by the Everett Group and for promptly providing evidence thereof, as may be required, to third parties under any Contract. Everett agrees to arrange for its operation own Insurance Policies with respect to the Everett Business and the Everett Group covering all periods. Everett agrees, on behalf of itself and each member of the Business. Buyer covenants Everett Group, from and agrees after the Distribution Time, not to seek through any means to benefit from and not to assert any right, claim or interest in, to exercise or under, any rights or claims Insurance Policies of any member of the Business or any Purchased Entity Houston Group, except as permitted under or in respect of any past or current insurance policy under which the Business or any Purchased Entity is a named insured; provided, however, with respect to (a) events relating to the Assumed Liabilities or Section 7.3(b). (b) losses For any claim asserted against Everett or damages related to any Everett Subsidiary after the Purchased Assets, the Purchased Entities or their assets, each Distribution Time arising out of which occurred or existed an occurrence taking place prior to the Distribution Effective Time (“Post-Closing Date Claims” ), Everett and which are covered by Seller’s or its Subsidiaries’ occurrenceeach Everett Subsidiary may access coverage under the Pre-based thirdClosing Occurrence-party liability Based Policies to the extent such insurance policies coverage exists and workers’ compensation insurance or which involved assets that would have been included in the Purchased Assets but for the fact that they were damaged or destroyed provides coverage, without cost to Houston and were not replaced by Seller or its Subsidiaries with comparable assets included in the Purchased Assets, (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 failure to promptly notify Seller shall not relieve Seller from its obligations under clause (ii), except to the extent that Seller’s ability to pursue such claim or recover acting as insurer under such policies is actually and materially prejudiced therebythe relevant Pre-Closing Occurrence-Based Policy), for such Post-Closing Claim. Houston and (ii) Seller shall and shall cause its Subsidiaries to tender for defense (as applicable) shall reasonably cooperate with Everett and indemnity, under such policies to the extent such coverage and limits are available under such policies and any insurance proceeds received Everett Subsidiaries in connection with respect thereto shall be promptly delivered to Buyer (calculated net the tendering 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 Subsidiaries as a result of such claims). Seller agrees to use its commercially reasonable efforts to pursue all such claims; provided, however, that Buyer that: (i) Everett or the Everett Subsidiaries shall exclusively bear (and Seller shall have no obligation to repay or reimburse Buyer for) the amount promptly notify Houston of any perall such Post-claim deductibles 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 Subsidiaries 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 Subsidiaries 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 Subsidiaries as a result of such claims (and which amount shall not be deemed to be Business Cash).Claims;