Common use of Insurance; Risk of Loss Clause in Contracts

Insurance; Risk of Loss. (a) Parent shall cause the ----------------------- Companies to keep insurance policies currently maintained by the Companies covering their respective businesses, assets and current or former employees, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information. (b) Anything to the contrary notwithstanding, from and after the Closing Date, Parent shall, and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing Date. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insured.

Insurance; Risk of Loss. (a) Effective as of the Closing Date, (i) Seller Parent shall will be entitled to terminate or cause its Affiliates to terminate all insurance coverage relating to the ----------------------- Companies to keep insurance policies currently maintained by the Companies covering their respective Company and its businesses, assets and current or former directors, officers and employees under the general corporate policies of insurance, cancelable surety bonds and hold harmless agreements and (ii) Purchaser shall become solely responsible for all insurance coverage and related risk of loss with respect to the Company and its businesses, assets and current or former directors, officers and employees, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information. (b) Anything Notwithstanding Section 6.4(a), to the contrary notwithstandingextent that (i) any insurance policies issued for the benefit of Seller Parent and its Affiliates (“Seller’s Insurance Policies”) cover any loss, from liability, claim, damage or expense relating to the Company and after the Closing Dateits businesses, Parent shallassets and current or former directors, officers and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, employees relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies out of the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing Date. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies"“Pre-Closing Matters”) and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer Seller’s Insurance Policies continue after the Closing to permit claims to be named as an additional insured for the five year period prior to the Closing Date made thereunder with respect to each occurrencePre-based liability policy maintained Closing Matters, Seller Parent shall cooperate and cause its Affiliates to cooperate with Purchaser in submitting claims with respect to Pre-Closing Matters on behalf of Purchaser under Seller’s Insurance Policies; provided that Seller Parent and its Affiliates shall be under no obligation to commence or maintain litigation to enforce any claim with respect to a Pre-Closing Matter and that Purchaser shall reimburse, indemnify and hold Seller Parent and its Affiliates harmless from all liabilities, costs and expenses (including all present or future premiums and retroactive or prospective premium adjustments, deductibles, self-insured retentions, legal and administrative costs, attorney’s fees, overhead and costs of compliance under Seller’s Insurance Policies) of any nature actually incurred by Seller or its Affiliates as a result of such claims made under Seller’s Insurance Policies and provided, further, that Purchaser shall not request Seller Parent and its Affiliates to make any such claims if, and to the extent that, such claims are covered by insurance policies held by Purchaser or its Affiliates. Purchaser shall provide prompt written notice to Seller Parent of any claim that Purchaser or its Affiliates intends to request Seller Parent and its Affiliates to submit under Seller’s Insurance Policies with respect to Pre-Closing Matters. Upon the incurrence or accrual of any such liability, cost or expense relating to claims made under Seller’s Insurance Policies with respect to Pre-Closing Matters and upon receipt from Seller Parent of a statement of the amount of such liabilities, costs and expenses in reasonable detail, from time to time, Purchaser shall make payment promptly to Seller Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insuredamount indicated in such statement.

Insurance; Risk of Loss. (a) Parent Dynegy and Seller shall keep, or cause the ----------------------- Companies to keep keep, all insurance policies currently maintained by that provide coverage for any IPC Companies, the Companies covering their respective businesses, assets and current Business or former employeesany IPC Assets, as the case may be, or suitable replacements therefor, in full force and effect through the close Closing, or provide for the renewal of business all such policies that are expiring by their own terms prior to such date. In the event of a property loss in respect of any asset of the Business, the IPC Assets or IPC Companies prior to the Closing, Seller and Dynegy agree to cede recovered insurance proceeds (net of deductible) in respect of such asset to Purchaser post-Closing for the repair of such asset. Except for the coverage required under Section 5.5(c), as of the Closing, Dynegy and Seller shall cause the termination of all insurance coverage for the Business, the IPC Assets or the IPC Companies and their respective businesses, assets, and current or former employees, and Purchaser shall become solely responsible for all insurance coverage and related risk of loss based on the Closing Date. To the extent that events occurring after the Closing any party hereto requires any information regarding claim data, payroll or other information in order with respect to make filing with insurance carriers or self insurance regulators from another party heretothe IPC Companies, the other Business, the IPC Assets, and their respective businesses, assets, and current and former employees; provided, however, that (i) no such termination by Dynegy or Seller of any "occurrence" coverage in force prior to the Closing shall be effected so as to prevent Purchaser or any IPC Company from recovering under such coverage for losses from events or damages occurring prior to the Closing; and (ii) no such termination of any "claims-made" coverage in force prior to the Closing shall be effected so as to prevent Purchaser or any IPC Company from recovering under such coverage for losses from events or damages occurring prior to the Closing to the extent the applicable insurance company or third party will promptly supply claims administrator shall have received written notice of claims or written notice of circumstances that are reasonably likely to give rise to a claim that occurred relating to such informationevents on or before or within 60 days after the Closing. Dynegy and Sellers shall use commercially reasonable efforts to report to the applicable insurance company or third party claims administrator, on a timely basis before the Closing, any claims of which they have Knowledge (or circumstances that are reasonably likely to give rise to a claim) relating to events occurring prior to the Closing. (b) Anything For all insurance and/or self-insurance claims of the Business, the IPC Assets or the IPC Companies filed prior to the contrary notwithstandingClosing, and for those claims of the Business, the IPC Assets or the IPC Companies identified as set forth in the foregoing clauses (i) and (ii), upon the consummation of the Closing, Purchaser shall be responsible for any and all costs related to any such claims, including deductibles, self-insured retentions, claims adjusting expenses, loss conversion factor expenses, retroactive premium adjustments, audits, collateral requirements and associated costs, uninsured losses, security deposits, legal fees, indemnity benefits and any other costs that become due and payable in connection with any such claims. Purchaser shall reimburse Dynegy for these costs by wire transfer of funds within twenty days of receipt of an invoice from and Dynegy therefore, accompanied by reasonable supporting detail. (c) For a period of three years after the Closing Date, Parent shallSeller and Dynegy shall maintain, at their expense, directors and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile officers liability and employee medical claims fiduciary liability policies which provide coverage on terms as commercially reasonably similar to the terms of such current insurance coverage. If Seller fails to maintain such coverage or policies of the Companies relating has a change in control, then Seller must purchase run-off coverage, which will provide coverage in scope and amount commercially reasonably similar to occurrences on or those maintained prior to the Closing Date. From and after the Closing Date, Buyer The expiration date of such run-off policy shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to three years from the Closing Date. (cd) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years To the extent that, after the Closing Date extended reporting period coverage with respect Date, Purchaser or Seller or any Affiliate thereof requires any information regarding claim data or other information pertaining to the liability policies set forth Business, the IPC Assets or the IPC Companies in Schedule 8.4 order to ------------ cover make filings with insurance carriers or administer or manage a claim, upon request, Dynegy and Seller shall promptly supply such information to Purchaser or Purchaser shall or shall cause the applicable IPC Company promptly to supply such information to Seller or the applicable Affiliate of Seller, as the case may be. To the extent that Purchaser will require the utilization of the claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy data maintained by Parent an insurance company, Purchaser agrees to assume sole responsibility for obtaining a subscription from any insurance company to obtain such claims information and the related costs associated with any such service. (e) The provisions of this Section 5.5 shall not apply to any insurance policies that provide funding for any Employee Benefit Plan or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insuredemployee Compensation Arrangement.

Insurance; Risk of Loss. (a) Parent Seller shall, and shall cause the ----------------------- Companies to to, keep insurance policies or self-insured retentions currently maintained by for the benefit of the Companies covering their respective businessesbusiness, assets and current or former employeesemployees and the Contributed Assets, as the case may bebe (the “Insurance Coverage”), or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. From and prior to the Closing Date, Seller agrees to take such actions as may be reasonably necessary not to voluntarily relinquish or terminate policies providing Insurance Coverage if doing so would adversely affect the availability of such Insurance Coverage. The availability of Insurance Coverage with respect to any claim shall be subject in all respects to Seller’s applicable deductibles, retention and similar limits. From and after the Closing Date, the Companies shall be solely responsible for all insurance coverage and related risk of loss based on claims pending as of the Closing Date and claims made after the Closing Date, without regard to when the event giving rise to any such claim occurred, with respect to the Companies and their business, assets and current or former employees. Notwithstanding the immediately preceding sentence, Seller and Buyer agree that all claims with respect to insured events relating to the Business occurring prior to the Closing will be administered in all material respects in accordance with the terms of the Insurance Coverage. Seller will use its reasonable best efforts to provide Buyer with the benefit of the Insurance Coverage with respect to such claims to the extent Losses occurring prior to the Closing related to the Business are covered notwithstanding the consummation of the Contemplated Transactions; provided that (a) such recovery will be net of any deductibles or self-insured retention amounts, costs of any retroactive insurance premiums or other amounts paid or expenses incurred in connection with any insured claims made after the Closing under the Insurance Coverage and (b) Seller shall have no obligation to Buyer or any Company hereunder to prioritize Company claims over other claims of Seller or any of its Affiliates. In the event of any failure by any insurer to satisfy any claim, Seller and its Affiliates shall have no liability or obligation to Buyer pursuant to this Section 8.5; provided, that the foregoing shall not preclude any liability of Seller for any breach by Seller of this Section 8.5. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information relating to the Companies in order to make filing filings with insurance carriers or self insurance regulators from another party hereto, the such other party will shall promptly supply such information. (b) Anything . Notwithstanding anything to the contrary notwithstandingin this Section 8.5, from and after the Closing Date, Parent shall, and nothing in this Section 8.5 shall cause the Sellers to, remain solely responsible for require Seller or any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on to expend money (other than customary legal advisor costs), commence or prior participate in any Proceeding or offer or grant any accommodation or concession (financial or otherwise) to the Closing Dateany third party. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insured.

Insurance; Risk of Loss. (a) Parent shall cause the ----------------------- Companies to keep insurance policies currently maintained by the Companies covering their respective businesses, assets and current or former employees, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information. (b) Anything to the contrary notwithstanding, from and after the Closing Date, Parent shall, and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer the Business shall cease to be responsible insured by the Seller’s or any of its Affiliates’ insurance policies or by any of their self-insurance programs. For the avoidance of doubt, the Seller shall retain all rights to continue at control its expense insurance policies and self-insurance programs, including the administration right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its insurance policies and self-insurance programs and the Seller shall retain any claim premiums or loss covered, or which is other retentions paid by the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or Business prior to the Closing DateDate in respect of any insurance coverage. (b) In the event the Buyer provides written notice to the Seller of a claim asserted in connection with the Business after the Closing arising out of an occurrence taking place prior to the Closing (“Post-Closing Claims”), the Seller shall use commercially reasonable efforts to obtain recoveries under any applicable occurrence-based insurance policies maintained by the Seller that covered the Business to the extent such insurance coverage exists and provides coverage and shall pay to the Buyer any net proceeds recovered thereunder; provided, that the Buyer shall (i) be responsible for the satisfaction or payment of any and any associated self-retentions, deductibles, costs and expenses with respect to any Post-Closing Claim and shall reimburse the Seller for its reasonable out-of-pocket costs and expenses incurred in connection with collecting insurance proceeds in respect of such claims and (ii) the Buyer shall reasonably cooperate with the Seller with respect to the tendering of any such claims including providing notices, information and backup materials as may be necessary in connection therewith. (c) Parent shall each use its reasonable best efforts The Seller agrees that with respect to any act, omission, event or occurrence that results in a material Loss relating to any Transferred Asset that first occurs, and that the Seller first becomes aware of, during the period beginning on the date hereof and ending as of the Closing that is covered by insurance policies under which the applicable Transferred Asset is insured prior to the Closing, (i) acquire for a period the Seller shall use commercially reasonable efforts to promptly notify the Buyer of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policiesoccurrence of such event, and (ii) cause Buyer to be named as an additional insured for the five year period prior Seller shall promptly make claims under such policies in respect of such act, omission, event, occurrence or Loss, subject to the Closing Date terms and conditions of such policies, and, to the extent any insurance proceeds are received by the Seller in respect of such claims, then the Seller shall (but conditioned upon the occurrence of the Closing), promptly after the Seller’s receipt thereof, remit to the Buyer the amount of such proceeds (net of any deductibles or expenses), less any amounts thereof actually paid to third parties who perform repairs or other similar work in connection with restoring the applicable Transferred Asset to its prior condition. For the avoidance of doubt, to the extent the Seller pays any insurance proceeds to the Buyer or uses such insurance proceeds for repair or restoration of any Transferred Asset that suffers a casualty loss, the Buyer shall be deemed to have waived any other rights or remedies with respect to each occurrence-based liability policy maintained by Parent such matter, including any rights to indemnification or its Affiliates with the ability to assert the failure of a closing condition in respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insuredthereof.

Insurance; Risk of Loss. (a) Parent Seller shall keep, or cause the ----------------------- Companies to keep be kept, all insurance policies currently maintained by the Companies covering their respective businesses, assets and current or former employees, as the case may beset forth on Schedule 3.17, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. From the date hereof until the Closing Date, Seller shall cooperate with Purchaser to seek to keep all insurance policies set forth in Schedule 3.17 in full force and effect for a period of 60 days following the Closing Date, or to obtain suitable replacements therefor, at Purchaser’s cost (including premium and reinstatement costs and assumption of retentions and deductibles), provided that such coverage can be obtained without any direct or indirect cost (Tax-related or otherwise), liability (contingent or otherwise) or exposure to Seller. Promptly following the date hereof, Seller shall designate an individual to use his or her best efforts to obtain and deliver to Purchaser copies of each of the insurance policies set forth in Schedule 3.17 at the earliest time practicable but in any event within fifteen (15) Business Days after the date hereof. Except as provided in the preceding sentence, effective as of the Closing Date, Seller will terminate or cause its Affiliates (other than the Company, the Subsidiaries and the Joint Ventures) to terminate all coverage relating to the Company, the Subsidiaries and the Joint Ventures and their respective businesses, assets and Employees under the general corporate policies of insurance, cancelable surety bonds and hold harmless agreements of Seller for the benefit of the Company, any Subsidiary or any Joint Venture; provided, however, that (i) no such termination of any occurrence policy in force as of the Closing Date shall be effected so as to prevent the Company from recovering under such policies for losses from events occurring prior to the Closing Date to the extent a member of Seller’s risk management department shall have received written notice of claims relating to such events on or before the ninetieth (90th) day following the Closing Date, it being understood that the Company shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims; (ii) no such termination of any claims made policy in force as of the Closing Date shall be effected so as to prevent the Company from recovering under such policies for losses from events occurring prior to the Closing Date to the extent a member of Seller’s risk management department shall have received written notice of claims relating to such events before the Closing Date; and (iii) Purchaser shall become solely responsible for all insurance coverage and related risk of loss with respect to the Company, the Subsidiaries and the Joint Ventures and their respective businesses and assets and Employees based on (x) events occurring on or after the Closing Date and (y) events occurring prior to the Closing Date for which notice has not been received as described by the date set forth in the foregoing clauses (i) and (ii). Seller shall notify each applicable insurance company for any claims made prior to the Closing Date. (b) To the extent that that, after the Closing any party hereto Date, Seller or the Company requires any information regarding claim data, payroll or other information in order to make filing filings with insurance carriers or self insurance regulators from another party heretocarriers, the other party will Seller shall promptly supply such information. (b) Anything information to the contrary notwithstandingCompany, from and after the Closing Date, Parent shall, and or Purchaser shall cause the Sellers toCompany or any applicable Subsidiary or Joint Venture promptly to supply such information to Seller, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of as the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing Datecase may be. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years From and after the Closing Date extended reporting period coverage with respect Closing, Purchaser shall cause the Company to indemnify and hold harmless each present and former director or officer of the Company, any Subsidiary or any Joint Venture to the liability policies set forth same extent such Persons are indemnified as of the date of this Agreement against any and all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in Schedule 8.4 connection with any Actions, whether civil, criminal, administrative or investigative, arising out of or pertaining to ------------ cover claims made after matters existing or occurring during the Closing Date which are based on acts, errors or omissions which occur period prior to and including the Closing Date (and Purchaser shall also cause the "Tail Policies") and cause ------------- Buyer Company to be named advance expenses as an additional insured with respect incurred to the Tail Policies, and (ii) cause Buyer same extent the Company is required to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies advance such expenses as of the Closing Date. Parent and Buyer shall each pay one-half date of the cost of the Tail Policies and of Buyer's being so named as an additional insuredthis Agreement).

Insurance; Risk of Loss. (a) Parent shall cause the ----------------------- Companies to keep insurance policies currently maintained by the Companies covering their respective businesses, assets and current or former employees, as the case may be, or suitable replacements therefor, in full force and effect through As of the close of business on the Closing Date: (i) Seller will terminate or cause its Affiliates to terminate all coverage relating to the Target Group Companies and their respective businesses, assets and employees under the policies of insurance of Seller maintained for the benefit of all of its controlled subsidiaries, including the Target Group Companies; provided, however, that (x) no such termination of any “occurrence based” policy in force as of the Closing Date shall be effected so as to prevent the Target Group Companies from recovering under such policies for losses covered thereby from events occurring prior to the Closing Date, it being understood that the Target Group Companies shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims; (y) no such termination of any “claims made” policy in force as of the Closing Date shall be effected so as to prevent the Target Group Companies from recovering under such policies for losses covered thereby arising from or out of any claims made prior to the Closing Date, it being understood that the Target Group Companies shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims; and (ii) Purchaser shall become solely responsible for all insurance coverage and related risk of loss with respect to the Target Group Companies and their respective businesses, assets and employees in connection with events occurring on or after the Closing Date. (b) Purchaser shall exercise commercially reasonable efforts to obtain, effective as of the Closing Date, replacement policies of insurance (and shall effect the same as of the Closing Date to the extent required by any joint venture, limited liability, lease or other agreement to which any Target Group Company is party), with comparable scope of coverage, limits, deductibles, and exclusions, to replace the Insurance Policies. To the extent that that, after the Closing any party hereto requires Date, the Target Group Companies or Seller require(s) any information regarding claim data, payroll or other information in order to make filing filings with insurance carriers or self insurance regulators from another party heretocarriers, the other party will Seller shall promptly supply such information. (b) Anything information to the contrary notwithstandingTarget Group Companies, from and after Purchaser shall cause the Closing DateTarget Group Companies promptly to supply such information to Seller, Parent as applicable. Purchaser shall, and shall cause the Sellers Target Group Companies to, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration promptly notify Seller of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior claims pertaining to the Closing Date. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur matters prior to the Closing Date (if Purchaser or the "Tail Policies") and cause ------------- Buyer Target Group Companies should tender or attempt to be named as tender the defense of such claim to an additional insured with respect insurer pursuant to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-occurrence based liability policy of insurance maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insuredSeller Group Companies.

Insurance; Risk of Loss. (a) Seller Parent shall will, and will cause the ----------------------- Companies to Business Subsidiaries and the Selling Parties to, keep insurance policies currently maintained by in respect of the Companies covering their respective businessesBusiness, assets the Purchased Assets and current or former employeesemployees of the Business, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information. (b) Anything to the contrary notwithstanding, from and after the Closing Date, Parent shall, and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of For any claim that may be asserted against the Business or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing Date. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years Business Subsidiary after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on actsarising out of events, errors incidents, conduct or omissions which occur circumstances that occurred and/or existed prior to the Closing Date (such claims, “Post-Closing Claims”): (i) Seller Parent shall ensure that, for a period of eighteen (18) months after the "Tail Closing Date, the Business Subsidiaries have access to coverage under the Insurance Policies") and cause ------------- Buyer to be named as an additional insured with respect , in each case subject to the Tail Policiesterms and conditions thereof. After the Closing Date, the Business Subsidiaries may seek coverage for any Post-Closing Claim from the applicable insurer under any Insurance Policy, and Seller Parent shall reasonably cooperate with the Business Subsidiaries in connection with the tendering of such claims (including by providing reasonable access to employees and third party claims adjustors); provided, however, that (i) the Business Subsidiaries shall reimburse Seller Parent for all of its out-of-pocket costs and expenses in connection with such cooperation; and (ii) cause Buyer the Business Subsidiaries shall provide prior written notice to Seller Parent of all such coverage claims to be named as an additional insured for the five year period prior made. Seller Parent shall not make any material change (whether by release, commute, buy-back, or otherwise) to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect coverage available under any Insurance Policy without first providing written notice to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insuredapplicable Business Subsidiaries.

Insurance; Risk of Loss. (a) Parent The Buyer shall cause become ----------------------- solely responsible for all insurance coverage (including, without limitation, workers compensation policies) and related risk of loss based on events occurring after the ----------------------- Companies Closing Date with respect to keep the Surviving Corporation, the Subsidiaries and their respective businesses, Properties and employees. The Sellers are and shall remain solely responsible for all insurance coverage (including, without limitation, workers compensation policies) and related risk of loss based on events occurring on or prior to the Closing Date (whether or not a claim has been filed prior to the Closing Date) with respect to the Surviving Corporation, the Subsidiaries and their respective businesses (including the business associated with the Assigned Contracts), Properties and current or former employees (including the employees associated with the business of the Assigned Contracts). If the errors and omissions insurance policies currently maintained by the Companies Company or the Subsidiaries covering their respective businesses, assets Properties and current or former employees, as the case may be, provides insurance coverage for events occuring prior to or suitable replacements thereforduring the time period for which the insurance policy has been most recently renewed, the Surviving Corporation shall keep such current errors and omissions policies, or purchase policies with coverages, deductibles and limitations that are no less favorable than those in full force and effect through on the close of business on date hereof, for at least 42 months following the Closing Date. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information. To the extent that any insurance policies owned or controlled by the Sellers or any of their Affiliates ("Sellers' Insurance ------------------ Policies") cover any loss, liability, claim, damage or expense relating to the -------- Company or any Subsidiary ("Subject Company Liabilities") and relating to or --------------------------- arising out of events or occurrences prior to the Closing, the Sellers shall cooperate and cause their Affiliates to cooperate with the Buyer, the Surviving Corporation or any Subsidiary, as applicable, in submitting and pursuing any Subject Company Liabilities relating to or arising out of events occurring prior to the Closing on behalf of the Buyer, the Surviving Corporation or any Subsidiary, as applicable, under the Sellers' Insurance Policies. The Sellers acknowledge and agree that they have no claims, rights or recourse against the Surviving Corporation or any Subsidiary for any premiums or other costs relating to any Sellers' Insurance Policies. (b) Anything In the event that (i) the Buyer or the Surviving Corporation files a claim under any Sellers' Insurance Policy with respect to the contrary notwithstanding, from and after the Closing Date, Parent shall, and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, a Subject Company Liability relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims out of events or policies of the Companies relating to occurrences on or prior to the Closing Date. From and after (ii) all or a portion of such Subject Company Liability is subject to a "deductible", "self insurance retention" or other similar risk retention element included in the Closing Dateapplicable Sellers' Insurance Policy, the Sellers are and shall remain responsible for, shall indemnify the Buyer shall be responsible to continue at its expense or the administration of Surviving Corporation, as the case may be, against, any claim or loss covered, or which is the subject of a representation letter or being defended amounts not reimbursed under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior Sellers' Insurance Policy pursuant to the Closing Dateclause (ii) above. (c) Parent shall each use its reasonable best efforts The Sellers agree to (i) acquire be solely responsible for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims any claim by any Affected Employee for workers compensation benefits made after the Closing Date but which are based on acts, errors relates to an injury or omissions which occur illness originating prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insuredClosing.

Insurance; Risk of Loss. (a) Parent Seller shall keep, or cause the ----------------------- Companies to keep be kept, all insurance policies currently maintained by the Companies covering their respective businesses, assets and current or former employees, as the case may bepolicies, or suitable replacements therefortherefore, to the extent relating to the Warner Businesses, in full force and effect through the close of business on the Closing Date. As of the close of business on the Closing Date, Seller shall terminate or cause its Affiliates to terminate all coverage relating to the Warner Businesses under the general corporate policies of insurance of Seller for the benefit of all of its controlled Subsidiaries; provided, however, that (i) no such termination of any policy in force as of the Closing Date shall be effected so as to prevent the Warner Businesses from recovering under such policies for losses from events occurring prior to the Closing Date, it being understood that the Warner Businesses shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims; and (ii) no such termination of any claims made policy in force as of the Closing Date shall be effected so as to prevent the Warner Businesses from recovering under such policies for losses from events occurring prior to the Closing Date and for which Purchaser has given Seller written notice of such loss within 90 days of the Closing Date. Purchaser shall become solely responsible for all insurance coverage and related risk of loss with respect to the Warner Businesses based on (A) events occurring on or after the close of business on the Closing Date and (B) events occurring on or prior to the Closing Date with respect to which notice has not been received by the date set forth in clause (ii) of the preceding sentence. Seller shall notify each applicable insurance company for any claims made prior to the Closing Date and, with respect to clause (ii) above, for any claims made within 90 days of the Closing Date. After the Closing Date, Purchaser shall promptly (in all cases within ten days of receipt of any notice) notify Seller of any claims arising from events that occurred prior to the Closing Date that may be covered by Seller’s insurance policies. Purchaser shall cooperate as fully as practicable with Seller and its insurers in the investigation and defense of any such claim. Notwithstanding anything to the contrary contained in this Section 6.05, with respect to directors and officers liability, employment practices liability and fiduciary liability policies, in each case covering pre-Closing claims, Seller shall ensure, for a period of six years following the Closing Date, that the terms, conditions, deductibles and limits of such policies as they relate to the Warner Businesses shall be no less favorable than the terms, conditions, deductibles and limits of such policies as they relate to Seller. In the event of any change in its policies pertaining to the matters covered in the preceding sentence, Seller agrees to notify Purchaser within 30 days of such change. (b) To the extent that that, after the Closing any party hereto Date, the Acquired Companies, Seller or, in respect of the Acquired Assets only, the Asset Sellers requires any information regarding claim data, payroll or other information in order to make filing filings with insurance carriers or self insurance regulators from another party heretocarriers, the other party will promptly supply such information. (b) Anything to the contrary notwithstandingSeller shall, from and after for a period of not less than five years following the Closing Date, Parent shallpromptly supply such information to the Acquired Companies, and or Purchaser shall or shall cause the Sellers toAcquired Companies promptly to supply such information to Seller or the Asset Sellers, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of as the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing Datecase may be. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insured.

Insurance; Risk of Loss. (a) Parent Seller shall keep, or cause the ----------------------- Companies to keep be kept, all insurance policies currently maintained by the Companies covering their respective businesses, assets and current or former employees, as the case may bepolicies, or suitable replacements therefor, to the extent relating to the Business, in full force and effect through the close of business on the Closing Date. As of the close of business on the Closing Date, Seller shall terminate or cause its Affiliates to terminate all coverage relating to the Business under the general corporate policies of insurance of Seller for the benefit of all of its controlled Subsidiaries; provided, however, that: (i) no such termination of any policy in force as of the Closing Date shall be effected so as to prevent the Business from recovering under such policies for losses from events occurring prior to the Closing Date, it being understood that the Business shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims; and (ii) no such termination of any claims made policy in force as of the Closing Date shall be effected so as to prevent the Business from recovering under such policies for losses from events occurring prior to the Closing Date and for which Buyers have given Seller written notice of such loss within 90 days of the Closing Date. Buyers shall become solely responsible for all insurance coverage and related risk of loss with respect to the Business based on (A) events occurring on or after the close of business on the Closing Date and (B) events occurring on or prior to the Closing Date with respect to which notice has not been received by the date set forth in clause (ii) of the preceding sentence. Seller shall notify each applicable insurance company for any claims made prior to the Closing Date and, with respect to clause (ii) above, for any claims made within 90 days of the Closing Date. After the Closing Date, Buyers shall promptly (in all cases within ten days of receipt of any notice) notify Seller of any claims arising from events that occurred prior to the Closing Date that may be covered by Seller's insurance policies. Buyer shall cooperate as fully as practicable with Seller and its insurers in the investigation and defense of any such claim. (b) To the extent that that, after the Closing any party hereto Date, the Seller requires any information regarding claim data, payroll or other information in order to make filing filings with insurance carriers or self insurance regulators from another party heretocarriers, the other party will promptly supply such information. (b) Anything to the contrary notwithstanding, from and after the Closing Date, Parent shall, and Buyers shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing Date. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect supply such information to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insuredSeller.

Insurance; Risk of Loss. (a) Parent shall cause the ----------------------- Companies to keep insurance policies currently maintained by the Companies covering their respective businesses, assets and current or former employees, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information. (b) Anything to the contrary notwithstanding, from and after the Closing Date, Parent shall, and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing Date. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule SCHEDULE 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail PoliciesTAIL POLICIES") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insured.

Insurance; Risk of Loss. (a) Parent The Company shall and AMR shall cause the ----------------------- Companies Company to keep insurance policies currently maintained by the Companies Company covering their respective businesses, assets its Business and current or former employees, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. AMR shall keep all insurance covering the Company and the Business in full force and effect through the close of business on the Closing Date, and Buyer and the Company shall become solely responsible for insurance coverage and related risk of loss based on events occurring after the Closing with respect to the Company and the Business. Seller shall be solely responsible for losses based on events occurring prior to the Closing that are within the scope of the Company’s insurance policies and AMR’s insurance policies that cover the Company as in effect on the date hereof. To the extent that after the Closing any party Party hereto requires any information regarding claim data, payroll or other information in order to make any filing with insurance carriers or self insurance regulators from another party Party hereto, the other party Party will promptly supply such information. (b) Anything to the contrary notwithstandingAMR shall procure an insurance and indemnification policy, that provides “run-off coverage”, for six (6) years from and after the Closing Date, Parent shall, and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of the Companies relating to occurrences events occurring on or prior to the Closing Date. From and after before the Closing Date, Buyer shall be responsible that is no less favorable in scope (with commercially reasonable liability limits and deductibles) than AMR’s claims-made policies that insure the Company, with respect to continue at its expense directors and officers liability in effect as of the administration of any claim or loss covereddate hereof (the “Existing Policy”), or which is covering each person currently covered by the subject of a representation letter or being defended under a reservation of rightsExisting Policy. Alternatively, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing Date. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five six (6) years after from the Closing Date, AMR, at its sole cost, may elect to continue AMR’s existing claims-made policies to provide coverage for events occurring on or before the Closing Date extended reporting period coverage with respect on terms no less favorable than those afforded to the liability policies set forth in Schedule 8.4 to ------------ cover claims other individuals insured by AMR’s claims-made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") directors and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based officers liability policy maintained then in effect and covering each person currently covered by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insuredExisting Policy.

Insurance; Risk of Loss. (a) Effective as of the Closing Date: (i) Seller Parent shall will terminate or cause its affiliates (other than the ----------------------- Subject Companies) to terminate all coverage relating to the Subject Companies to keep insurance policies currently maintained by the Companies covering and their respective businesses, assets and current or former employeesdirectors, officers and employees under the general corporate policies of insurance, cancelable surety bonds and hold harmless agreements of Seller Parent or its affiliates (other than the Subject Companies) for the benefit of the Subject Companies (provided that no such termination of occurrence liability policies shall be effected so as the case may be, or suitable replacements therefor, in full force and effect through the close of business on to prevent any Subject Company from recovering under such policies for losses from events occurring prior to the Closing Date); and (ii) Purchaser shall become solely responsible for all insurance coverage and related risk of loss based on events occurring and, except as otherwise provided in Section 6.5(b), claims made on and after the Closing Date with respect to the Subject Companies and their respective businesses, assets and current or former directors, officers and employees and the FG Transferred Business. (b) Notwithstanding Section 6.5(a), to the extent that (i) any insurance policies issued for the benefit of Seller Parent and its affiliates ("Seller's Insurance Policies") cover any loss, liability, claim, damage or expense relating to the FG Transferred Business or to any of the Subject Companies or their respective businesses, assets and current or former directors, officers and employees ("Subject Company Liabilities") relating to or arising out of occurrences prior to the Closing Date and (ii) Seller's Insurance Policies continue after the Closing to permit claims to be made thereunder with respect to Subject Company Liabilities relating to or arising out of occurrences prior to the Closing Date ("Subject Company Claims"), Seller Parent shall, at Purchaser's election, cooperate and cause its affiliates to cooperate with Purchaser and the Company in submitting Subject Company Claims (or pursuing Subject Company Claims previously made) on behalf of Purchaser or the Company under Seller's Insurance Policies; provided that Seller Parent shall be under no obligation to commence or maintain litigation to enforce any Subject Company Claim and that Purchaser shall reimburse, indemnify and hold Seller Parent and its affiliates harmless from all liabilities, costs and expenses (including all present or future premiums and retroactive or prospective premium adjustments, deductibles, self-insured retentions, legal and administrative costs, attorney's fees, overhead and costs of compliance under Seller's Insurance Policies) of any nature actually incurred by Seller or its affiliates as a result of Subject Company Claims made under Seller's Insurance Policies. Upon the incurrence or accrual of any such liability, cost or expense relating to Subject Company Claims made, at Purchaser's election, under Seller's Insurance Policies and upon receipt from Seller Parent of a statement of the amount of such liabilities, costs and expenses in reasonable detail, from time to time, Purchaser shall make payment promptly to Seller Parent or its affiliates of the amount indicated in such statement. (c) To the extent that that, after the Closing any party hereto Date, Purchaser or Seller Parent requires any information regarding claim data, payroll or other information in order to make filing filings with insurance carriers or self self-insurance regulators from another party heretoregulators, the other party will Seller Parent shall promptly supply such informationinformation to Purchaser and Purchaser shall promptly supply such information to Seller Parent. (b) Anything to the contrary notwithstanding, from and after the Closing Date, Parent shall, and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing Date. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insured.

Insurance; Risk of Loss. (a) Parent At all times until the Closing has been consummated, Seller shall cause the ----------------------- Companies to keep insurance policies currently maintained by the Companies covering their respective businesses, assets and current or former employees, as the case may be, or suitable replacements therefor, maintain in full force and effect casualty and liability insurance on or with respect to the Property, it being understood and agreed that all risk of loss with respect to the Property shall remain with Seller through the close of business on Closing. If at any time prior to the Closing DateDate any portion of the Property is destroyed or damaged as a result of fire or any other casualty and if such casualty is a covered risk under any such casualty insurance and any such carrier certifies that such casualty is a covered risk and certifies that the carrier will pay a claim for such casualty, (“Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Purchaser. To If the extent that Property is the subject of a Casualty, Purchaser shall have the right, at its sole option, of terminating this Contract (by written notice to Seller given within ten (10) business days after receipt of the Casualty Notice from Seller) unless the cost to fully repair or restore such damage is less than One Hundred Thousand Dollars ($100,000.00). If a Casualty Notice is given to Purchaser less than ten (10) business days prior to Closing, at Purchaser’s option, Closing shall be postponed to a date not earlier than ten (10) business days after Purchaser’s receipt of the Casualty Notice. If Purchaser terminates this Contract pursuant to this Section 16, the Deposit shall be returned to Purchaser by Escrow Holder. If Purchaser does not terminate this Contract, the proceeds of any insurance with respect to the Property paid between the date of this Contract and the Closing any party hereto requires any information regarding claim data, payroll or other information in order Date shall be paid to make filing with insurance carriers or self insurance regulators from another party hereto, Purchaser at the other party will promptly supply such information. (b) Anything to the contrary notwithstanding, from and after the time of Closing Date, Parent shall, and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding unpaid claims and guarantees, relating to or arising rights in connection with losses to the Property shall be assigned to Purchaser at Closing without in any manner affecting the Purchase Price. If the Property is the subject of a Casualty, but Purchaser does not have the right to terminate this Contract pursuant to the provisions of this Section 16, then Seller shall cause all temporary repairs to be made to the Property as shall be required to prevent further deterioration and all workers' compensation, general liability, automobile liability and employee medical claims or policies of damage to the Companies relating to occurrences on or Property prior to the Closing Date. From Seller shall have the right to be reimbursed from the proceeds of any insurance with respect to the Property paid between the date of this Contract and after the Closing DateDate for the cost of all such repairs made pursuant to this Paragraph. Except for the obligation of Seller to repair the Property set forth in this Paragraph, Buyer Seller shall be responsible have no other obligation to continue repair any Casualty, damage or destruction in the event Purchaser does not elect to terminate this Contract pursuant to the provisions of this Paragraph and in such event, Purchaser shall accept the Property at its expense Closing as damaged or destroyed by the administration Casualty and Purchaser shall have the right to enter the Property prior to Closing for the purpose of any claim or loss covered, or which is performing such repairs thereto as are reasonably necessary to protect the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or Property against further damage prior to the Closing Date. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insured.

Insurance; Risk of Loss. (a) Parent Seller shall keep, or cause the ----------------------- Companies to keep be kept, all insurance policies currently maintained by the Companies covering their respective businesses, assets and current or former employees, as the case may bepolicies, or suitable replacements therefor, to the extent relating to the UCI Businesses, in full force and effect through the close of business on the Closing Date. As of the close of business on the Closing Date, Seller shall terminate or cause its Affiliates to terminate all coverage relating to the UCI Businesses under the general corporate policies of insurance of Seller for the benefit of all of its Subsidiaries; provided, however, that (i) no such termination of any policy in force as of the Closing Date shall be effected so as to prevent the Acquired Companies from recovering under such policies for losses from events occurring prior to the Closing Date, it being understood that the Acquired Companies shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims except to the extent that Seller is required to provide indemnification for such losses pursuant to Article IX; and (ii) no such termination of any claims made policy in force as of the Closing Date shall be effected so as to prevent the Acquired Companies from recovering under such policies for losses from events occurring prior to the Closing Date and for which Purchaser has given Seller written notice of such loss during the policy period and/or the extended reporting period. Purchaser shall become solely responsible for all insurance coverage and related risk of loss with respect to the Acquired Companies based on events occurring on or after the close of business on the Closing Date. Seller shall notify each applicable insurance company for any claims made prior to the Closing Date and, with respect to clause (ii) above, for any claims made during the policy period and/or the extended reporting period. After the Closing Date, Purchaser shall promptly (in all cases within forty five (45) Business Days of receipt of any notice) notify Seller of any claims arising from events that occurred prior to the Closing Date that may be covered by Seller’s insurance policies. Purchaser shall cooperate as fully as practicable with Seller and its insurers in the investigation and defense of any such claim. Seller will cooperate, at the sole expense of Purchaser (unless Seller is responsible for the applicable claim pursuant to Article IX), with Purchaser in submitting and pursuing claims promptly and in accordance with the terms of such policies, use commercially reasonable efforts to obtain recoveries for the Acquired Companies with respect to claims pursuant to such insurance policies and remit to the Acquired Companies any recovery obtained by it pursuant to such claims for which Seller is not otherwise responsible pursuant to Article IX. (b) To the extent that that, after the Closing any party hereto Date, the Acquired Companies or Seller requires any information regarding claim data, payroll or other information in order to make filing filings with insurance carriers or self insurance regulators from another party heretocarriers, the other party will Seller shall promptly supply such information. (b) Anything information to the contrary notwithstandingAcquired Companies, from and after the Closing Date, Parent shall, and or Purchaser shall or shall cause the Sellers toAcquired Companies promptly to supply such information to Seller, remain solely responsible for any and all collateral, bonding and guarantees, relating in each case except to or arising the extent such requests are in connection with any claims between Purchaser and all workers' compensation, general liability, automobile liability and employee medical Seller or non-third party indemnification claims or policies of the Companies relating pursuant to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing DateArticle IX. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insured.