Common use of Insurance Policies and Claims Administration Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (MJD Communications Inc), Indemnity Escrow Agreement (MJD Communications Inc)

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Insurance Policies and Claims Administration. (a) Insurance Coverage Prior to the Closing Date. The Seller Sellers 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 Sellers 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 Sellers in asserting and pursuing such coverage. In particular, the Purchaser shall, upon request by the SellerSellers, cause the Company to file all necessary claims and take all such other action as may reasonably be requested by the Seller Sellers to pursue such coverage. As between the SellerSellers, 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 Sellers have 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 Sellers shall provide reasonable cooperation and assistance to the Company and the Purchaser.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fairpoint Communications Inc)

Insurance Policies and Claims Administration. (a) Insurance Coverage Prior to the Closing Date. The Seller and the Company, with the Purchaser's cooperation as necessary, shall be responsible for the administration of all claims made 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 made or asserted against the Company relating to periods prior to the Closing Date, the Company and the Seller shall, if requested by the Purchaser, shall promptly assert and pursue coverage and payment for such claim with the appropriate insurance carrier. With respect to such claims which arise prior to the Closing Date, but require administration after the Closing Date, the Seller shall provide the Company and the Purchaser shall, and shall cause the Company to, provide with reasonable cooperation and assistance to the Seller in asserting and pursuing such coveragecoverage or, at the Seller's election, the Seller may continue to pursue administration of such claims. In particular, the Purchaser Seller shall, upon request by the SellerPurchaser, cause assist the Company to file with the filing of all necessary claims and take all such other action as may reasonably be requested by the Seller Purchaser 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 for health insurance claims and 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (HLM Design Inc)

Insurance Policies and Claims Administration. (a) Insurance Coverage Prior to the Closing Date. The Seller Sellers shall be responsible for the administration of all claims under the Company's ’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 Sellers 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 Sellers in asserting and pursuing such coverage. In particular, the Purchaser shall, upon request by the SellerSellers, cause the Company to file all necessary claims and take all such other action as may reasonably be requested by the Seller Sellers to pursue such coverage. As between the SellerSellers, 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 Sellers have 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 Sellers shall provide reasonable cooperation and assistance to the Company and the Purchaser.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fairpoint Communications Inc)

Insurance Policies and Claims Administration. (a) Insurance Coverage Prior to the Closing Date. The On the terms and subject to the conditions of this Agreement, 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 Sellers 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 Sellers in asserting and pursuing such coverage. In particular, the Purchaser shall, upon request by the SellerSellers, cause the Company to file all necessary claims and take all such other action as may reasonably be requested by the Seller Sellers to pursue such coverage. As between the SellerSellers, 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 Sellers have 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 Sellers shall provide reasonable cooperation and assistance to the Company and the Purchaser.

Appears in 1 contract

Samples: Escrow Agreement (MJD Communications Inc)

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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.

Appears in 1 contract

Samples: Escrow Agreement (MJD Communications Inc)

Insurance Policies and Claims Administration. (a) Insurance Coverage Prior to the Closing Date. The Seller Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx in asserting and pursuing such coverage. In particular, the Purchaser shall, upon request by the SellerXxxxxxx, cause the Company to file all necessary claims and take all such other action as may reasonably be requested by the Seller Xxxxxxx to pursue such coverage. As between the SellerXxxxxxx, 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 Belch Sisters have 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 Xxxxxxx shall provide reasonable cooperation and assistance to the Company and the Purchaser. Notwithstanding anything to the contrary in this Agreement, Xxxxxxx shall not be obligated to perform services or take any actions which are beyond the scope of actions and services contemplated by the Consulting Agreement attached hereto as Exhibit 7.9 or by the indemnification provisions hereof.

Appears in 1 contract

Samples: Escrow Agreement (MJD Communications Inc)

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