Insurance Policies and Claims Administration. (a) Insurance Coverage Prior to the Closing Date. The Seller shall be responsible for the administration of all claims under the Company's insurance policies relating to periods prior to the Closing Date. The Purchaser will, if requested by the Seller, assist the Seller in performing this obligation, at no cost to the Seller. If any claim is asserted against the Company relating to periods prior to the Closing Date, the Seller shall, if requested by the Purchaser, promptly assert and pursue coverage and payment for such claim with the appropriate insurance carrier, and the Purchaser shall, and shall cause the Company to, provide reasonable cooperation and assistance to the Seller in asserting and pursuing such coverage. In particular, the Purchaser shall, upon request by the Seller, cause the Company to file all necessary claims and take all such other action as may reasonably be requested by the Seller to pursue such coverage. As between the Seller, on the one hand, and the Purchaser and the Company, on the other hand, the Purchaser and the Company shall be entitled to recover all insurance proceeds with respect to any claim, except to the extent the Seller has previously provided indemnification therefor to the Purchaser or the Company under Article XI of this Agreement. If the Purchaser shall pursue coverage and payment for any claim relating to periods prior to the Closing Date on behalf of the Company, then the Seller shall provide reasonable cooperation and assistance to the Company and the Purchaser.
Insurance Policies and Claims Administration. (a) Insurance Coverage Prior to the Closing Date. The Seller shall be responsible for the administration of all claims under the Company's insurance policies relating to periods prior to the Closing Date. If any claim is asserted against the Company relating to periods prior to the Closing Date, the Seller shall promptly assert and pursue coverage and payment for such claim with the appropriate insurance carrier, and the Purchaser shall, and shall cause the Company to, provide reasonable cooperation and assistance to the Seller in asserting and pursuing such coverage. In particular, the Purchaser shall, upon request by the Seller, cause the Company to file all necessary claims and take all such other action as may reasonably be requested by the Seller to pursue such coverage. As between the Seller, on the one hand, and the Purchaser and the Company, on the other hand, the Purchaser and the Company shall be entitled to recover all insurance proceeds with respect to any claim, except to the extent the Seller has previously provided indemnification therefor to the Purchaser or the Company under this Agreement.
Insurance Policies and Claims Administration. (a) Maintenance of Insurance Coverage Prior to Separation Date. Holdings and ARAC shall use reasonable efforts to maintain in full force and effect at all times up to and including the Separation Date its current property and casualty insurance programs, including, without limitation, primary and excess general liability, automobile, workers' compensation, property and crime insurance policies (collectively, the "Policies" and individually, a "Policy"). Holdings and its subsidiaries shall retain with respect to any Covered Claims as set forth on Schedule 5.6(a) relating to periods prior to the Separation Date all of their respective rights, benefits and privileges, if any, under such Policies. To the extent not already provided for by the terms of a Policy, Holdings shall use reasonable efforts to cause ARAC and its subsidiaries, as appropriate, to be named as additional insureds under such Policy in respect of Covered Claims arising or relating to periods prior to the Separation Date; provided, however, that nothing contain herein shall be construed to require Holdings or any of its subsidiaries to pay any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Policy to effect the naming of ARAC and its subsidiaries as such additional insureds.
Insurance Policies and Claims Administration. (a) Insurance Coverage Prior to the Closing Date. The Porters shall be -------------------------------------------- responsible for the administration of all claims under the Company's insurance policies relating to periods prior to the Closing Date. If any claim is asserted against the Company relating to periods prior to the Closing Date, the Porters shall, if requested by the Purchaser, promptly assert and pursue coverage and payment for such claim with the appropriate insurance carrier, and the Purchaser shall, and shall cause the Company to, provide reasonable cooperation and assistance to the Porters in asserting and pursuing such coverage. In particular, the Purchaser shall, upon request by the Porters, cause the Company to file all necessary claims and take all such other action as may reasonably be requested by the Porters to pursue such coverage. As between -30-
Insurance Policies and Claims Administration. (a) The Territory or one or more of its Subsidiaries shall continue to own all property, casualty and liability insurance programs (other than those currently owned in the name of Sub and its Subsidiaries), including, without limitation, primary and excess general and professional liability, automobile, workers' compensation, property and crime insurance policies with respect to the Consulting Business in effect on or before the Closing Date (collectively, the "Territory Policies" and individually, a "Territory Policy"), provided that claims made under such policies on or prior to the Closing Date shall constitute Acquired Assets under clause (xii) of the definition thereof to the extent such claims relate to the Consulting Business, an Acquired Asset or an Assumed Liability. The Territory shall use reasonable best efforts to maintain the Territory Policies in full force and effect up to and including the Closing Date, and, subject to the provisions of this Agreement, the Territory and its Subsidiaries shall retain all of their respective rights, benefits and privileges, if any, under the Territory Policies. Nothing contained herein shall be construed to change the ownership of the Territory Policies.
Insurance Policies and Claims Administration. (a) MAINTENANCE OF INSURANCE COVERAGE PRIOR TO SEPARATION DATE. Phoenix and inSilicon shall use reasonable efforts to maintain in full force and effect at all times up to and including the Separation Date and for the periods set forth in the Services and Cost-Sharing Agreement, its current property and casualty insurance programs, including, without limitation, primary and excess general liability, automobile, workers' compensation, property and crime insurance policies (collectively, the "Policies" and individually, a "Policy"). inSilicon and its subsidiaries shall retain with respect to any insured claims relating to periods before the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later), all of their respective rights, benefits and privileges, if any, under such Policies. To the extent not already provided for by the terms of a Policy, Phoenix shall use reasonable efforts to cause inSilicon and its subsidiaries, as appropriate, to be named as additional insureds under such Policy in respect of Covered Claims arising or relating to periods prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later); PROVIDED, however, that nothing contained herein shall be construed to require Phoenix or any of its subsidiaries to pay any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Policy to effect the naming of inSilicon and its subsidiaries as such additional insureds except as required by the Services and Cost-Sharing Agreement and then only to the extent the charge, if any, is borne by inSilicon.
Insurance Policies and Claims Administration. (a) Ownership of Insurance Policies and Programs Which Include Coverage for Consulting Business. KPMG or one or more of its Subsidiaries shall continue to own all property, casualty and liability insurance programs, including, without limitation, primary and excess general liability, automobile, workers' compensation, property and crime insurance policies in effect on or before the Effective Date (collectively, the "KPMG Policies" and individually, a "KPMG Policy"). KPMG shall use reasonable efforts to maintain the KPMG Policies in full force and effect up to and including the Effective Date, and, subject to the provisions of this Agreement, KPMG and its Subsidiaries shall retain all of their respective rights, benefits and privileges, if any, under the KPMG Policies. Nothing contained herein shall be construed to change the ownership of the KPMG Policies.
Insurance Policies and Claims Administration. (a) Manor Care to Maintain Insurance Coverage Prior to Distribution Date. Manor Care shall use reasonable efforts to maintain in full force and effect at all times up to and including the Distribution Date its current property and casualty insurance programs, including, without limitation, primary and excess general liability, automobile, workers' compensation, property and crime insurance policies (collectively, the "Policies" and individually, a "Policy"). Manor Care and its subsidiaries shall retain with respect to any Covered Claims as set forth on Schedule 5.10(a) relating to periods prior to the Distribution Date all of their respective rights, benefits and privileges, if any, under such Policies. To the extent not already provided for by the terms of a Policy, Manor Care shall use reasonable efforts to cause Choice and its subsidiaries, as appropriate, to be named as additional insureds under such Policy in respect of Covered Claims arising or relating to periods prior to the Distribution Date; provided, however, that nothing contained herein shall be construed to require Manor Care or any of its subsidiaries to pay any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Policy to effect the naming of Choice and its subsidiaries as such additional insureds; provided, further, that with respect to any existing Covered Claim that Manor Care determines, in its sole discretion, has a potential total out-of-pocket cost to Manor Care in excess of $250,000 (including loss reserves and actual cash payments, if any), as set forth on Schedule 5.10(a) (collectively, "Shock Losses"), it is specifically understood that (x) if the amount of Insurance Charges actually payable by Manor Care with respect to such Shock Loss shall be equal to or exceed $250,000, the full amount of such payment shall be the responsibility of, and shall be paid by, Choice and (y) if the amount of Insurance Charges actually payable by Manor Care with respect to such Shock Loss shall be less than $250,000, such amount shall be the responsibility of, and shall be paid by, Manor Care. 28 (b) Choice Responsible for Establishing Insurance Coverage on and After Distribution Date. Commencing on and as of the Distribution Date, Choice and each of its subsidiaries shall be responsible for establishing and maintaining its own separate insurance programs (including, without limitation, primary and excess general li...
Insurance Policies and Claims Administration. (a) INSURANCE COVERAGE PRIOR TO THE CLOSING DATE. The Company shall be responsible for the administration of all claims under the Company's insurance policies relating to periods prior to the Closing Date. If, after the Closing Date, any claim is asserted against the Company relating to periods prior to the Closing Date, Purchaser shall cause the Company to promptly assert and pursue coverage and payment for such claim with the appropriate insurance carrier. In the case of a material claim which may have an indemnification impact on Seller, Purchaser shall notify Seller of such claim. In particular, the Purchaser shall cause the Company to file all necessary claims and take all such other action to pursue such coverage. As between the Seller, on the one hand, and the Purchaser and the Company, on the other hand, the Purchaser and the Company shall be entitled to recover all insurance proceeds with respect to any claim, except to the extent the Seller has previously provided indemnification therefore to the Purchaser or the Company under this Agreement. If the Purchaser or the Company shall pursue coverage and payment for any claim relating to periods prior to the Closing Date on behalf of the Company, then the Seller shall provide reasonable cooperation and assistance to the Company and the Purchaser in connection therewith.
Insurance Policies and Claims Administration. (a) Maintenance of Insurance Coverage Following the Closing Date. Silicon Graphics shall use reasonable efforts to maintain in full force and effect at all times during the period in which Silicon Graphics owns in excess of fifty percent (50%) of the outstanding voting stock of the Company, for the benefit of the Company, (i) as "excess" coverage, general liability, workers' compensation, property, and electronic errors and omissions policies of insurance, and (ii) as "primary" coverage, directors and officer's liability policies of insurance (collectively, the "Policies" and individually, a "Policy"); provided, however, Silicon Graphics shall have the right, in its sole discretion, to modify any such Policy or Policies (including, without limitation, with respect to coverage limits, covered locations, co-insurance, deductibles and exclusions), cancel or replace any such Policy or Policies at any time and from time to time; and provided, further, however, that nothing contained herein shall be construed to require Silicon Graphics to pay any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Policy or Policies.
