Common use of Insurance Matters Clause in Contracts

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

Insurance Matters. (a) Net2Phone From and IDT contemplate that Net2Phone shall obtain its own Directors and Officers Insurance Policy in a timely manner following after the sale Distribution, the members of equity the LW Group will cease to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's be insured by insurance policies relating 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 propertycontrol such insurance policies and self-insurance programs, errors including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its insurance policies and omissionsself-insurance programs. The Parties acknowledge that the members of the LW Group, professional liabilitytheir directors, automobile officers or other employees and general liability until the earlier 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 time as Net2Phone no longer qualifies for coverage 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 respective IDT Insurance LW Insured’s behalf (“Retained Policy orClaims”), upon thirty (30) days' prior written and in either case the LW Insured will provide notice to IDTConAgra of any such Retained Policy Claim. With respect to Retained Policy Claims made pursuant to the preceding sentence ConAgra will, Net2Phone elects 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 removed from the IDT Insurance Policy fully liable for all uninsured, self-insured or Policies. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone will pay to IDT each month (prorated on a daily basis for any partial month) fronted amounts in respect of any Retained Policy Claims, and (y) such LW Insured agrees to reimburse ConAgra promptly upon request for all out-of-pocket and documented costs or expenses incurred by ConAgra or any ConAgra Affiliate in connection with making or pursuing any claim pursuant to this Section 3.05, including the period from 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 date hereof until applicable insurance policies or self-insurance programs as a result of claims made pursuant to this Section 3.05 (such costs and expenses referred to in this clause (y), “Recovery Costs”). With respect to Pre-Distribution Occurrences, ConAgra (with respect to the termination Retained Policies) will maintain the directors’ and officers’ insurance coverage in effect as of Net2Phone's the Distribution Date, or substantially similar coverage, in full force and effect. Notwithstanding the forgoing, this Section 3.05 shall not apply to insurance coverage on all relating to workers’ compensation, which is addressed in the Employee Matters Agreement. For purposes of IDT's Insurance Policies this Agreement, the amount calculated as set forth on Exhibit B hereto, such amount following will not be 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 payable in arrears or reimbursable by the 10th --------- day of the next succeeding monthConAgra through any arrangement, in respect of Insurance Policies under which Net2Phone will continue to have coverage following the date hereof. IDT and Net2Phone agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on including an insurance-fronting arrangement, a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in the event that any Insurance Policy shall be terminated fronted insurance policy, or otherwise cease to be in effect for any reason. In no event shall IDT, any other member of the IDT Group or any IDT Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Group in the event (i) that any Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Net2Phone Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. or (ii) notwithstanding the provisions of the immediately preceding sentence, that IDT fails to provide Net2Phone with notice of any such eventa retrospective rating program.

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

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

Insurance Matters. (a) Net2Phone Buyer hereby covenants and IDT contemplate that Net2Phone agrees that, from and after the Closing, it shall obtain its own Directors not, and Officers Insurance Policy in a timely manner following shall cause the sale of equity to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's insurance policies relating to property, errors and omissions, professional liability, automobile and general liability until the earlier of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy or, upon thirty (30) days' prior written notice to IDT, Net2Phone elects to be removed from the IDT Insurance Policy or Policies. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone will pay to IDT each month (prorated on a daily basis for any partial month) in respect other members of the period from the date hereof until the termination of Net2Phone's coverage on all of IDT's Insurance Policies the amount calculated as set forth on Exhibit B heretoBuyer Group not to, such amount to be payable in arrears (i) submit any claim under any insurance policy maintained by the 10th --------- day of the next succeeding month, in respect of Insurance Policies under which Net2Phone will continue to have coverage following the date hereof. IDT and Net2Phone agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in the event that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason. In no event shall IDT, any other member of the IDT Group or any IDT Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Group Wassxxx Xxxup, other than claims made in good faith, or (ii) submit any claim based upon or arising out of events occurring or circumstances arising after the event (i) that Closing Date under any Insurance Policy or other contract or insurance policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of maintained by any member of the Net2Phone Group Wassxxx Xxxup, other than insurance policies maintained solely by one or more of the DAP Entities (the "Joint Policies"), insuring against any loss, liability, damage or expense relating to the assets, businesses, operations, conduct, products and employees (including former employees) of the business of any DAP Entity, and Buyer further acknowledges and agrees that from and after the Closing, no member of the Wassxxx Xxxup shall have any obligation to maintain or provide any insurance coverage for any reason whatsoever or shall not loss that may be renewed or extended beyond the current expiration date. or (ii) notwithstanding the provisions incurred by any member of the immediately preceding sentenceBuyer Group that is based upon or arises out of events occurring or circumstances arising after the Closing Date. On or prior to the Closing Date, that IDT fails Seller shall purchase excess products liability insurance coverage, the premium for which and all expenses related to which shall be the responsibility of Buyer and which shall be paid at or prior to the Closing, for all of the members of the Wassxxx Xxxup and any of their Subsidiaries (excluding General Cable Corporation and its Subsidiaries but including the DAP Entities) as of the Closing Date for the period commencing December 31, 1994 through and including the Closing Date of (pound)50,000,000 in excess of (pound)100,000,000 for such period which is, in all respects reasonably acceptable to Seller, including without limitation, on the same terms and quality of coverage as is provided under the relevant Insurance Policies. The Buyer Group shall, as promptly as practicable, provide Net2Phone Seller with notice a copy of each claim made under any of the Joint Policies. In addition, each of Buyer and Seller will provide the other with reasonable access to such eventinformation relating to the Joint Policies as the requesting party shall reasonably request.

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

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

Insurance Matters. If, following the Closing, the Company Entities suffer any Losses which Purchaser reasonably believes are covered under any insurance policy maintained by or insuring the Company Entities or Seller or any of their Affiliates, including any insurance policy, listed on Section 6.8 of the Disclosure Schedules, that provides coverage with respect to such Losses (acollectively, the “Applicable Insurance Policies”), which claim is based on an incident, event, occurrence or accident that took place prior to Closing (each, a “Pre-Closing Insured Event”), then Seller agrees to provide, and to cause its Affiliates and use its commercially reasonable efforts to cause its insurance brokers, agents and third party administrators (collectively, the “Insurance Advisors”) Net2Phone to provide, reasonable cooperation and IDT contemplate assistance to the Company Entities in connection with the submission, adjustment and resolution of any claim made by the Company Entities on or under such Applicable Insurance Policies. Such cooperation by Seller, its Affiliates and the Insurance Advisors shall include providing reasonable access to books, records and documents (including electronically stored information) as the Company Entities reasonably may require in connection with such claims. At the Company Entities’ request, pursuant to written notice to Seller, Seller and/or its applicable Affiliates and/or the Insurance Advisors shall provide notice or submit a claim under any such Applicable Insurance Policy on behalf of the Company Entities, and Seller shall, or shall cause its applicable Affiliates or Insurance Advisors to, use commercially reasonable efforts to collect claim amounts requested thereunder, to follow the reasonable and lawful directions of the Company Entities in the prosecution of such claim and cause any such claim proceeds collected to be paid to the Company Entities or, if such claims are denied, to provide such denial in writing, together with a reasonably detailed explanation of the basis therefor, but nothing herein shall require Seller or any of its Affiliates to commence any lawsuit or arbitration proceeding or otherwise participate in any lawsuit or arbitration proceeding against any insurance company to enforce the terms of any Applicable Insurance Policy (provided that Net2Phone the foregoing limitations shall obtain in no way limit the obligations of Seller and its own Directors Affiliates to cooperate with and Officers assist the Company Entities as otherwise provided herein). In addition, Seller shall not, and shall cause its Affiliates not to, amend, modify or terminate any Applicable Insurance Policy in a timely any manner following detrimental to the sale of equity Company Entities or to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's insurance policies relating to propertywaive, errors and omissionssettle, professional liability, automobile and general liability until the earlier of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy or, upon thirty (30) days' prior written notice to IDT, Net2Phone elects to be removed from the IDT Insurance Policy release or Policies. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone will pay to IDT each month (prorated on a daily basis for subrogate any partial month) in respect claim of the period from Company Entities without its consent. The Company Entities and Purchaser will provide all such books, records and documents (including electronically stored information) and provide such cooperation and assistance as Seller reasonably may require in connection with any such Pre-Closing Insured Event. Notwithstanding anything to the date hereof until the termination of Net2Phone's coverage on all of IDT's Insurance Policies the amount calculated as set forth on Exhibit B heretocontrary contained in this Section 6.8 or in this Agreement, such amount to be payable in arrears by the 10th --------- day of the next succeeding month, in respect of Insurance Policies under which Net2Phone will continue to have coverage following the date hereof. IDT and Net2Phone agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in the event that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason. In no event shall IDT, any other member of the IDT Group or any IDT Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Group in the event (i) that any Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Net2Phone Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. or (ii) notwithstanding the provisions of the immediately preceding sentencethis Section 6.8 do not amend, that IDT fails to provide Net2Phone with notice modify, limit or otherwise change in any way Seller’s indemnification obligations contained in ARTICLE 7 of any such eventthis Agreement.

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

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

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

Insurance Matters. (a) Net2Phone Buyer acknowledges that the current and IDT contemplate former insurance policies and insurance coverage maintained on behalf of the Sellers and the Business are part of the corporate insurance program maintained by the Sellers and their Affiliates (such policies, the “Corporate Policies”), and such coverage will not be available or transferred to Buyer for post-Closing occurrences or accidents,. Buyer shall be responsible for obtaining and maintaining insurance coverage for the Business upon Closing and none of the Sellers or any of their Affiliates shall have any liabilities or obligations with respect thereto. It is the intent of the parties, and the parties hereby agree, that Net2Phone general liability insurance coverage (including defense and indemnity) covering Xxxxxx (including its predecessors in interest) (the “Xxxxxx Policies”) under the Corporate Policies shall obtain its own Directors be partially assigned by Xxxxxx to Buyer to the extent that either or both any Seller and Officers Insurance Policy in a timely manner following Buyer are subjected to any claims for pre-Closing accidents, exposures or occurrences, so that coverage for such matters is shared between Xxxxxx and Buyer. Should it be determined that the sale sharing of equity insurance benefits under the Corporate Policies between Buyer and Xxxxxx is prohibited or not fully effective as described herein, this partial assignment shall be deemed not to new investors. Each of Net2Phone have occurred, be void ab initio, and IDT the Parties agree that Net2Phone may remain on IDT's such coverage shall be, and cooperate to ensure that such coverage is, afforded to Sellers only. (b) The Sellers and their Affiliates shall retain the exclusive right to control all of the Corporate Policies and the defense, benefits, and amounts available thereunder to any Person, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies relating and programs and to propertyamend, errors modify or waive any rights under any such insurance policies and omissionsprograms, professional liability, automobile and general liability until notwithstanding whether any such policies or programs apply to any claims the earlier of such time as Net2Phone no longer qualifies for coverage on the Sellers or Buyer or their respective IDT Insurance Policy or, upon thirty (30) days' prior written notice to IDT, Net2Phone elects to be removed from the IDT Insurance Policy Affiliates have made or Policies. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone will pay to IDT each month (prorated on a daily basis for any partial month) in respect of the period from the date hereof until the termination of Net2Phone's coverage on all of IDT's Insurance Policies the amount calculated as set forth on Exhibit B hereto, such amount to be payable in arrears by the 10th --------- day of the next succeeding month, in respect of Insurance Policies under which Net2Phone will continue to have coverage following the date hereof. IDT and Net2Phone agree to cooperate in good faith to provide for the treatment of any Insurance Policies that will remain in effect following the date hereof on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice could make in the event future. It is further understood and agreed that the Sellers may take any Insurance Policy shall be terminated such actions (or otherwise cease fail to be in effect for act) without any reason. In no event shall IDT, any other member of the IDT Group or any IDT Indemnitee have liability or obligation whatsoever to Buyer or any member of its Affiliates; provided, however, Sellers shall consult with and obtain consent from Buyer, such consent not to be unreasonably withheld, prior to amending, modifying, waiving, commuting or buying back coverage afforded to the Net2Phone Group in Business for pre-Closing occurrences. (c) Following the event (i) that any Insurance Policy or other contract or policy Closing, Buyer and its Affiliates shall reasonably cooperate with Sellers, at Sellers’ written request and sole expense, to maximize the availability of insurance shall coverage under any past or present insurance policies of Sellers, pre-Closing accidents or occurrences that may be terminated covered thereunder. Any and all costs of Buyer or otherwise cease its Affiliates to be take insurance recovery efforts that are directed by Sellers, or that are incurred by Buyer and its Affiliates in effect defense of an action filed by an insurer regarding coverage for any reasonpre-Closing occurrences or accidents, shall be unavailable or inadequate borne by Sellers. Sellers shall have the right to cover any Liability of any member of the Net2Phone Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. or (ii) notwithstanding the provisions of the immediately preceding sentence, that IDT fails to provide Net2Phone with notice of defend any such event.action at their option.. 5.8