Common use of Insurance; Risk of Loss Clause in Contracts

Insurance; Risk of Loss. Seller assumes all risk of destruction, loss, or damage to the Property prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheld.

Insurance; Risk of Loss. Seller assumes all risk of destruction, loss, or damage (a) In the event the Buyer provides written notice to the Property Seller of a claim asserted in connection with the Business after the Closing arising out of an occurrence taking place on or prior to the Closing Date. Ifor with respect to facts, circumstances or conditions that arose or existed on or prior to the Closing Date(“Post-Closing Claims”), all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of 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 condemnationinsurance coverage exists and provides coverage and shall pay to the Buyer any net proceeds recovered thereunder; provided, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA that the Buyer shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey be responsible for the Property at satisfaction or payment of any and all associated self-retentions, deductibles, costs and expenses with respect to any Post-Closing Claim 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 defined may be necessary in Section 6connection therewith. (b) The Seller agrees that with respect to HEDRA any act, omission, event or occurrence that results in its damaged conditiona material liability relating to any Purchased Asset that first occurs, upon 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 Purchased Asset is insured prior to the Closing, (i) the Seller shall promptly notify the Buyer of the occurrence of such event, and (ii) the Seller shall promptly make claims under such policies in respect of such act, omission, event, occurrence or liability, subject to all of the other terms and conditions of this Agreement without reduction 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 Purchase PriceClosing), (ii) assign to HEDRA at Closing all of promptly after the Seller’s rightreceipt thereof, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage remit to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to Buyer the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice amount of such termination proceeds (net of any deductibles or expenses), less any amounts thereof actually paid to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA third parties who perform repairs or other similar work in connection with restoring the applicable Purchased Asset to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s its prior written consent, which consent shall not be unreasonably withheldcondition.

Insurance; Risk of Loss. Seller assumes all risk of destruction, losswill, or damage will cause the Companies and the Subsidiaries to, keep insurance policies currently maintained by Seller or the Companies or the Subsidiaries (with respect to the Property prior to Business), or suitable replacements therefor, in full force and effect through the Closing Date. If, prior to close of business on the Closing Date, and Buyer shall become solely responsible for all insurance coverage and related risk of loss based on events occurring after the Closing Date with respect to the Companies, the Transferring Subsidiaries and their respective businesses, assets and current or former employees. All proceeds of insurance payable (in excess of any deductible, retention or self-insurance amount) in respect of any event that occurs on or before the Cut-Off Date, to the extent that the proceeds are for damaged properties or assets of any Company or any portion of Subsidiary (with respect to the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Business) and would otherwise be payable to Seller or otherwise)its Affiliates, HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either received by Seller and (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of extent the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property properties or access theretoassets of any Company or any Subsidiary to which the proceeds pertain has not been repaired or restored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has been repaired or restored or paid for by giving notice of such termination to Seller, whereupon this Agreement shall be terminatedretained by Seller on or prior to the Closing, any amount previously paid by HEDRA to or, if no proceeds have been received before the Closing, Seller shall be refunded entitled to HEDRA and thereafter all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 7.5, neither party shall have the occurrence of any further obligations casualty damage nor the payment, receipt or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right collection of insurance proceeds shall be deemed included or accounted for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to have been waived. Seller shall not designate counselmake filing with insurance carriers or self insurance regulators from another party hereto, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldother party will promptly supply such information.

Insurance; Risk of Loss. Seller assumes all risk of destruction, loss, or damage to the Property prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA EDA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA EDA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA EDA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA EDA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA EDA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller the Xxxxxxx Money shall be refunded to HEDRA EDA and thereafter neither party shall have any further obligations or liabilities to the other, except for such obligations as survive termination of this Agreement. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXXEDA’s prior written consent, which consent shall not be unreasonably withheld.

Insurance; Risk of Loss. (a) Effective as of the Closing Date (i) Seller assumes will terminate or cause its Subsidiaries to terminate all coverage relating to the Business, the Assets and current or former Business Employees under the general corporate policies of insurance, cancelable surety bonds and hold harmless agreements of Seller for the benefit of all of its controlled subsidiaries and (ii) from and after the Closing Date Purchaser shall become solely responsible for all insurance coverage and related risk of destructionloss with respect to the Business, Assets and current or former Business Employees for events occurring, circumstances existing and Liabilities accruing on or after the Closing. (b) Notwithstanding clause (a), to the extent that (i) any insurance policies (other than Seller's insolvency insurance policy referred to in Section 2.2(g)) controlled by Seller and its Subsidiaries ("Seller's Insurance Policies") cover any Liability, loss, damage or damage expense relating to the Property prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Property Business, the Assets and current or access thereto is condemnedformer Business Employees ("Business Liabilities") and arising out of occurrences, taken by eminent domain, events or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made circumstances 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 Business Liabilities arising out of occurrences, events or circumstances prior to the Closing Date ("Business Claims"), Seller shall reasonably cooperate with Purchaser in submitting Business Claims (or pursuing Business Claims previously made) on behalf of Purchaser under such insurance policies or by such condemning authoritiesSeller's Insurance Policies; provided, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to that Seller shall be refunded under no obligation to HEDRA and thereafter neither party shall have commence or maintain litigation to enforce any further obligations or liabilities Business Claim (except to the other. If the right extent that Purchaser agrees to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed hold Seller harmless under terms reasonably acceptable to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldin connection therewith).

Insurance; Risk of Loss. At all times until the Closing has been consummated, Seller assumes shall 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 destruction, loss, or damage loss with respect to the Property prior to shall remain with Seller through Closing. In the Closing Date. If, event that prior to the Closing Date, all or any portion of the Improvements on the Property or access thereto is condemnedare damaged, taken by eminent domaindestroyed, or damaged rendered unusable by cause of any naturefire, Condemnation, or other cause (“Casualty”), and the Property is rendered untenantablecost to repair such Casualty shall exceed $300,000.00, then the Purchaser may terminate this Contract by notice to the Seller shall immediately give HEDRA within ten (10) days of Purchaser’s receipt of Seller’s notice of such condemnationdamage or proceeding, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have in which case the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller Deposit shall be refunded to HEDRA Purchaser, and thereafter neither party shall have any further obligations obligation or liabilities liability to the otherother by virtue of this Contract, except as otherwise expressly provided herein. If In the right event Purchaser shall not elect to terminate this Agreement Contract or in the event Purchaser fails timely to terminate this Contract pursuant to the foregoing or in the event of any damage or destruction to such improvements the cost of repair for which is not exercised within such thirty less than $300,000.00 (30) day period, such for which no termination right shall apply under this Section), but only if the Casualty is an insured risk under the applicable commercial property insurance policy then carried by Seller, Purchaser shall be deemed entitled to receive at Closing an absolute assignment from Seller of any interest Seller may have been waived. otherwise had in the proceeds of any insurance on the Property (including any rent loss insurance allocable to the period from and after the Closing Date) plus Seller shall not designate counsel, appear in, or otherwise act pay any deductible under said commercial property insurance less any costs incurred by Seller in securing such proceeds and/or adjusting the loss and/or in undertaking any required repairs and Purchaser shall proceed with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldClosing on the Property in its then “as-is” condition with no reduction in the Purchase Price.

Insurance; Risk of Loss. Seller assumes all risk of destruction, loss, or damage to (a) From the Property prior to the Closing Date. If, prior date hereof to the Closing Date, all Seller and Buyer will cooperate reasonably to develop and implement a transition plan with respect to insurance coverage for the Purchased Entities and the Business. (b) Seller will cause the Companies to keep insurance policies currently maintained by the Companies and their Affiliates covering their respective businesses, assets and current or any portion of former employees, as the Property or access thereto is condemned, taken by eminent domaincase may be, or damaged by cause suitable replacements therefor, in full force and effect through the close of business on the Closing Date, and Buyer shall become solely responsible for all insurance coverage and related risk of loss based on events occurring after the Closing Date with respect to the Business. All proceeds of insurance payable (in excess of any naturedeductible, retention or self-insurance amount) in respect of any event that occurs on or before the Property is rendered untenantableClosing Date, Seller shall immediately give HEDRA notice of such condemnation, taking, to the extent that the proceeds are for damaged properties or damage. After receipt of notice of such condemnation, taking or damage (from assets that constitute Assets and would otherwise be payable to Seller or otherwise)its Affiliates, HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either received by Seller and (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of extent the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property Assets or access theretothe assets of the Purchased Entities to which the proceeds pertain has not been repaired or restored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement the extent the damage to the Assets or the assets of the Purchased Entities to which the proceeds pertain has been repaired or restored or paid for by giving notice of such termination to Seller, whereupon this Agreement shall be terminatedretained by Seller on or prior to the Closing, any amount previously paid by HEDRA to or, if no proceeds have been received before the Closing, Seller shall be refunded entitled to HEDRA and thereafter all claims thereto. Provided that Seller complies with Seller's obligations under this SECTION 8.4, neither party shall have the occurrence of any further obligations casualty damage nor the payment, receipt or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right collection of insurance proceeds shall be deemed included or accounted for in any way under the provisions of SECTION 3.3 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to have been waived. Seller shall not designate counselmake filing with insurance carriers or self insurance regulators from another party hereto, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldother party will promptly supply such information.

Insurance; Risk of Loss. Seller assumes (a) Effective as of the Closing Date (i) ----------------------- Sellers will terminate or cause their Subsidiaries to terminate all risk of destruction, loss, or damage coverage relating to the Property prior to Business and the Closing Date. IfAssets and current or former Business Employees under the general corporate policies of insurance, prior to cancelable surety bonds and hold harmless agreements of Sellers for the benefit of all of their Subsidiaries and (ii) from and after the Closing Date, Purchaser shall become solely responsible for all insurance coverage and related risk of loss with respect to the Business and Assets and current or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage former Business Employees. (from Seller or otherwiseb) Notwithstanding Section 6.5(a), HEDRA shall have to the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to extent that (i) convey the Property at Closing any insurance policies (as defined other than Sellers' insolvency insurance policies referred to in Section 62.2(g)) to HEDRA in controlled by any Seller and its damaged conditionSubsidiaries ("Seller's -------- Insurance Policies") cover any Assumed Liability or Subsequent Assumed Liability ------------------ ("Business Liabilities") arising out of occurrences, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation events or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made circumstances -------------------- prior to the Closing Date under such insurance policies or by such condemning authorities, or and (bii) Seller's Insurance Policies continue after the Closing to terminate this Agreement by giving notice of such termination permit claims to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act made thereunder with respect to Business Liabilities arising out of occurrences, events or circumstances prior to the condemnation proceedings without XXXXX’s prior written consentClosing Date ("Business Claims"), which consent each Seller shall not cooperate and cause its --------------- Subsidiaries to cooperate with Purchaser in submitting Business Claims (or pursuing Business Claims previously made) on behalf of Purchaser under Seller's Insurance Policies; provided that Sellers shall be unreasonably withheldunder no obligation to -------- commence or maintain litigation to enforce any Business Claim (except to the extent that Purchaser agrees to hold Sellers harmless under terms reasonably acceptable to Sellers in connection therewith) and that Purchaser shall reimburse, indemnify and hold Sellers and their Subsidiaries harmless from all Liabilities, losses, costs and expenses (including all present or future premiums, deductibles, legal and administrative costs, attorneys' fees, overhead and costs of compliance under Seller's Insurance Policies) of any nature incurred by any Seller or any of its Subsidiaries as a result of Business Claims made under Seller's Insurance Policies with respect to Assumed Liabilities or Subsequent Assumed Liabilities. Upon the incurrence of any such Liability, loss, cost or expense relating to Business Claims made under Seller's Insurance Policies with respect to Assumed Liabilities or Subsequent Assumed Liabilities and upon receipt from Sellers of a statement of the amount of such Liabilities, losses, costs and expenses in reasonable detail, from time to time, Purchaser shall make payment promptly to Sellers or their Subsidiaries of the amount indicated in such statement.

Insurance; Risk of Loss. Seller assumes all risk (a) As of destruction, loss, or damage to the Property prior to close of business on the Closing Date. If: (i) Seller will terminate or cause its Affiliates to terminate all insurance coverage with respect to events occurring on or after the Closing Date relating to the Company and its Subsidiaries 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 Company and its Subsidiaries; provided, however, that (A) no such termination of any “occurrence based” policy in force as of the Closing Date shall be effected so as to prevent the Company and its Subsidiaries from recovering under such policies for losses covered thereby from events occurring on or prior to the Closing Date, all or it being understood that the Company and its Subsidiaries shall be responsible for any portion deductible payable under the terms of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause applicable policy in connection with any such claims; (B) no such termination of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (“claims made” policy in force as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms Closing Date shall be effected so as to prevent the Company and conditions its Subsidiaries from recovering under such policies for losses covered thereby arising from or out of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation claim made on or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authoritiesDate, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement it being understood that the Company and its Subsidiaries shall be terminated, responsible for any amount previously paid by HEDRA to Seller deductible payable under the terms of the applicable policy in connection with any such claims; and (ii) Buyer shall be refunded to HEDRA become solely responsible for all insurance coverage and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act related risk of loss with respect to the condemnation proceedings without XXXXX’s prior written consentCompany and its Subsidiaries and their respective businesses, which consent assets and employees in connection with events occurring on or after the Closing Date. (b) Seller shall not be unreasonably withhelduse its commercially reasonable efforts to cooperate with Buyer and its Affiliates to make claims for indemnification under the terms of the policies set forth in clause (a) above.

Insurance; Risk of Loss. Seller assumes all risk (a) Except as otherwise expressly provided in this Section 8.8, as of destructionthe Closing, lossBuyer or its Affiliates shall have sole responsibility for obtaining insurance coverage for the Acquired Companies and their respective operations effective as of the Closing. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or damage other information in order to make filings with insurance carriers or self-insurance regulators from another party hereto, the Property other party will promptly supply such information. (b) With respect to claims, acts, omissions, events or circumstances occurring prior to the Closing DateDate that Buyer in good faith believes are covered by Parent’s or its Affiliates’ occurrence-based insurance policies (including general liability, automobile liability or workers’ compensation insurance policies) (collectively, the “Policies”), the Acquired Companies may make claims under such policies subject to the terms and conditions of such policies and this Agreement (“Insurance Claims”). IfIn addition, prior to for a period of three years from the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller cause Parent and its Affiliates to (i) convey renew the Property at Closing Claims Made Policies (as defined with the same or different carriers, in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase PriceSeller’s sole discretion), (ii) assign to HEDRA at name each of the Acquired Companies as named insureds under the current Claims Made Policies and renewal Claims Made Policies for claims after Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage that arise from alleged acts that occurred prior to the Property or access theretoClosing, and (iii) permit Buyer and the Acquired Companies to make such claims under the Claims Made Policies and such renewals, subject to the terms and conditions of such policies. Any such claims filed under the Claims Made Policies or such renewals would also be considered an Insurance Claim. To the extent that the deductibles under the general liability, automobile liability or workers’ compensation policies (the “Deductibles”) would reduce the amount received by Buyer from making Insurance Claims as contemplated under the preceding sentence, Seller shall (at no cost to Buyer) facilitate the administration and processing of such Insurance Claims in a manner that makes available to Buyer the benefit of Seller’s deductible policy so that such Insurance Claims are not so limited by the Deductibles. In addition, Parent will process and pay all Deductibles with respect to HEDRA at Closing Insurance Claims under the Policies, and reimbursement, if any, by certified Parent’s captive insurance carrier with respect to any such Insurance Claims shall be paid to Parent. In connection with making any Insurance Claim, the Acquired Companies shall: (i) notify Parent in writing and in reasonable detail of the nature and circumstances surrounding such Insurance Claim; and (ii) exclusively bear (and none of Parent, Seller or official bank check any of their Affiliates shall have any obligation to repay or reimburse the Acquired Companies for) the amount of all payments made prior uninsured, uncovered, unavailable or uncollectible amounts in respect of such Insurance Claim, except to the extent Buyer is entitled to be indemnified in connection with such Insurance Claim pursuant to this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, neither the Buyer nor the Acquired Companies shall have any right after the Closing Date to make any Insurance Claim or seek coverage under any of Parent’s or its Affiliates’ insurance policies or programs after the three (3) year anniversary of the Closing Date. (d) Parent and its Affiliates shall retain exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, transfer, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs; provided, however, that Seller shall ensure that Parent and its Affiliates do not take any action (including any amendment, settlement, release or by such condemning authorities, or (bbuy-back) that legally limits Buyer’s ability to terminate exercise its rights under this Agreement or the Policies (including its legal right to make claims under the Policies) or that treats claims made by giving Buyer or any Acquired Company differently in any material respect than claims made by Parent or any of its Affiliates, and neither Buyer nor the Acquired Companies shall, without the written consent of Parent, which consent may be withheld in the sole discretion of Parent, amend or modify the Policies. Buyer and the Acquired Companies shall use commercially reasonable efforts to cooperate with Parent and its Affiliates and insurers and their legal counsel and share such information as is necessary in order to permit Parent and its Affiliates and insurers and their legal counsel to manage and conduct their insurance matters and any related litigation as Parent or its Affiliates or insurers or their legal counsel reasonably deem appropriate. Buyer shall, and shall cause its Affiliates to, cooperate with Parent and its Affiliates and their counsel in a commercially reasonable manner in the contest or defense of any such Insurance Claim and provide such testimony of its and their employees and reasonable access to its and their employees, books and records as shall be reasonably requested by Parent or one of its Affiliates in connection with the contest or defense of any insurance matter or any related litigation. Upon Buyer’s reasonable request, Seller shall and shall cause its Affiliates to use commercially reasonable efforts to assist Buyer in submitting and processing Insurance Claims to unaffiliated third-party insurance carriers under the Policies. (e) Seller shall cause its insurers and insurance brokers to not send to any customer of an Acquired Company that has a Contract with such Acquired Company requiring it to provide advance notice of a change to such termination insurance any notice of change or cancellation in the insurance applicable to such customer until the required notice period under each such Contract has passed. For the forty-five (45) day period following the Closing Date, Buyer shall, and shall cause the Acquired Companies to, maintain insurance coverage to cover all liabilities under such Contracts and that complies with the requirements of each Contract with a customer of an Acquired Company. Prior to the Closing, Buyer shall provide evidence of such insurance reasonably satisfactory to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA . From and thereafter neither party shall have any further obligations or liabilities to after the other. If the right to terminate this Agreement is not exercised within Closing for such thirty forty-five (3045) day period, Seller agrees to indemnify and hold harmless Buyer and its Affiliates from and against any Losses and Expenses incurred by Buyer or any of its Affiliates arising from a claim by a customer of an Acquired Company on account of a breach of a provision in such right shall be deemed customer’s Contract with such Acquired Company requiring such Acquired Company to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect provide advance notice of changes to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldits insurance.

Insurance; Risk of Loss. Seller assumes all risk of destruction, lossThe Sellers shall keep, or damage cause to be kept, all current insurance policies including self insurance programs relating to the Property Business and the Acquired Companies and the Subsidiaries (including those set forth in Section 4.21 of the Disclosure Letter), or replacements therefor, in full force and effect through the close of business on the Closing Date. As of the close of business on the Closing Date, the Sellers shall terminate or cause their Affiliates to terminate all coverage, including without limitation, self-insurance programs, relating to the Business and the Acquired Companies and the Subsidiaries and their respective businesses, assets, and employees under the general corporate policies of insurance of the Sellers or its Affiliates for the benefit of all their controlled Affiliates, including the Acquired Companies and the Subsidiaries; provided, however, that (i) no such termination of any occurrence based policy in force as of the Closing Date shall be effected so as to prevent the Acquired Companies and the Subsidiaries from asserting a claim under such policies, subject to all policy deductibles, self insured retention policy limits and all other terms and conditions thereof, for losses from events occurring prior to the Closing Date to the extent that Revlon's Risk Management department shall have received written notice related to such events; (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 and the Subsidiaries from asserting a claim under such policies, to the extent that such claim was filed with the applicable insurer prior to the Closing Date, subject to all policy limits and all other terms and conditions thereof, for losses from events occurring prior to the Closing Date to the extent Revlon's Risk Management department shall have received written notice related to such events. The Sellers and Buyer shall jointly notify each applicable insurance company for any claims made prior to the Closing Date. IfIn order to remove or release Sellers from standby irrevocable letter of credit obligations maintained by the Sellers for the Business as a result of applicable law requirements, prior Buyer shall at its expense establish and maintain standby irrevocable letters of credit in respect to the Business and the Affected Employees from and after the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheld.

Insurance; Risk of Loss. Seller assumes all risk of destruction, loss, or damage to the Property prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey Without the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all prior written consent of the other terms and conditions Buyer, no Seller shall effect any termination of this Agreement without reduction of the Purchase Price, any occurrence liability policies (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect belonging to such condemnation or taking of or damage to the Property or access thereto, and (iiiSeller) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s Purchased Assets owned by such Seller so as to prevent the Buyer from recovering under such policies for Losses from events occurring prior written consentto the Cut-Off Time to the extent that coverage for such Losses was otherwise provided by any such policy. For a period commencing on the Effective Closing Date and ending on the earlier of (i) the date a plan of liquidation with respect to the applicable Seller becomes effective and (ii) the date that is the second anniversary of the Funding Date, which consent the Sellers shall not also take all commercially reasonable steps necessary to assure the continuation and/or extension of all claims-made insurance policies in order to permit the Buyer to recover under such policies to the extent provided therein. (b) Notwithstanding Section 5.33(a) hereof, to the extent that (i) any insurance policies owned or controlled by any Seller (collectively, the "Sellers' Insurance Policies") cover any loss, liability, claim, damage or expense resulting from, arising out of, based on or relating to, any Seller (the "Sellers Liabilities") and resulting from, arising out of, based on or relating to occurrences prior to the Cut-Off Time and (ii) the Sellers' Insurance Policies permit claims to be unreasonably withheldmade thereunder with respect to the Sellers Liabilities resulting from, arising out of, based on or relating to occurrences prior to the Cut-Off Time (the "Seller Claims"), the Sellers shall take commercially reasonable steps to cooperate and shall cause these respective Affiliates to cooperate with the Buyer, in submitting any and all Seller Claims (or pursuing any Seller Claim previously made) on behalf of the Buyer under any Sellers' Insurance Policies.

Insurance; Risk of Loss. Seller assumes At all risk of destruction, loss, or damage to the Property times prior to Closing, Seller shall maintain the Closing Dateexisting casualty and liability insurance on the Project in full force and effect. If, prior Prior to the Closing Date, all or any portion of and not withstanding the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions pendency of this Agreement without reduction Contract, the entire risk of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of loss or damage to the Property Project by fire or access theretoother casualty is borne and assumed by Seller, except as otherwise provided in this Paragraph 14. If all or a portion of the Project is destroyed or damaged by one or more fires, windstorms, hurricanes, hailstorms, floods, explosions, earthquakes, sinkholes or other casualties (collectively, the "Casualties") prior to Closing, Seller shall give Purchaser prompt notice thereof. In the event one or more Casualties shall occur prior to Closing, then the following provisions shall apply: (a) If the reasonably estimated cost of restoration of the Project is less than $100,000.00, Seller shall use its best efforts to restore, prior to Closing, the Project to its previous condition. If Seller is unable to complete said restoration prior to Closing, Purchaser shall be entitled to elect by written notice to Seller prior to Closing either (i) to receive a proration credit (b) If the reasonably estimated cost of restoration of the Project is $100,000.00 or more, Seller shall promptly take such action as is required to secure the damaged portion of the Project and protect it from further damage and promptly file all appropriate claims under its insurance policies and in good faith negotiate the highest possible settlement amount from the insurers. Purchaser shall have the right to participate in the adjustment of the claim. Seller shall notify Purchaser promptly in writing of the settlement amount which Seller proposes to accept. At any time prior to fifteen (iii15) pay days following receipt of such notice, Purchaser may elect in a written notice to HEDRA at Closing by certified or official bank check all payments made Seller (it being understood that Purchaser may make the following election prior to the receipt of Seller's notice) either: (i) to proceed with the Closing, in which event, the insurance proceeds shall be assigned to Purchaser at Closing Date under such insurance policies or by such condemning authorities, or (bwith any proceeds paid to Seller prior to Closing to be credited to Purchaser) and Purchaser shall receive a proration credit against the cash due at Closing equal to all deductibles therefrom (notwithstanding anything to the contrary in Paragraph 10 above); or (ii) to terminate this Agreement Contract by giving written notice of such termination to Seller, whereupon this Agreement in which event the Earnxxx Xxxey shall be terminatedreturned to Purchaser, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities liability to the otherother hereunder. The date set for Closing shall be extended, if necessary, to accommodate the notice periods provided for in this Paragraph 14. All restoration work performed pursuant to this Paragraph 14 shall be performed using first class materials and highest quality workmanship. Purchaser shall have the right to inspect the work performed by or at the direction of Seller. If the right Project has not been fully restored by the time the Closing occurs, Purchaser shall receive a proration 20 88 credit at Closing (notwithstanding anything to terminate this Agreement is not exercised within such thirty (30the contrary in Paragraph 10 above) day period, such right shall be deemed to for all rents abated by reason of said casualty and which otherwise would have been waived. Seller shall not designate counsel, appear in, or otherwise act due with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldperiod between the Closing Date and the estimated date of completion of the work.

Insurance; Risk of Loss. (a) Seller assumes all risk of destruction, losswill, or damage will cause the Companies to, (with respect to the Property prior to Business and the Closing Date. IfAssets) keep insurance policies currently maintained by Seller or the Companies covering their respective businesses, prior to assets, liabilities 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, and Buyer shall become solely responsible for all or any portion insurance coverage and related risk of loss based on events occurring after the Property or access thereto is condemned, taken by eminent domain, or damaged by cause Closing Date with respect to the Business. All proceeds of insurance payable (in excess of any naturedeductible, retention or self-insurance amount) in respect of any event that occurs on or before the Property is rendered untenantableCut-Off Date, Seller shall immediately give HEDRA notice of such condemnation, taking, to the extent that the proceeds are for damaged properties or damage. After receipt of notice of such condemnation, taking or damage (from assets that constitute Assets and would otherwise be payable to Seller or otherwise)its Affiliates, HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either received by Seller and (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of extent the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property Assets to which the proceeds pertain has not been repaired or access theretorestored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement the extent the damage to the Assets to which the proceeds pertain has been repaired or restored or paid for by giving notice of such termination to Seller, whereupon this Agreement shall be terminatedretained by Seller on or prior to the Closing, any amount previously paid by HEDRA to or, if no proceeds have been received before the Closing, Seller shall be refunded entitled to HEDRA all claims thereto. Provided that Seller complies with Seller's obligations under this Section 8.4, neither the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 3.2 or in the determination of Final Working Capital. 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) After the Closing, at the request of Buyer, Seller shall use commercially reasonable efforts to procure all proceeds of insurance payable in respect of any claim that is an Assumed Liability and thereafter neither party shall have that arises out of any further obligations occurrence on or liabilities prior to the otherCut-Off Date for which Seller or any of the Companies is insured under Seller's employee practices policy or automobile liability policy covering the Business or the Assets. If the right to terminate this Agreement is not exercised within Any insurance recovery in respect of any such thirty (30) day period, such right claim received by Seller or any of its Affiliates shall be deemed remitted to have Buyer (after deducting therefrom any deductible, retention or self-insurance amount that has not previously been waived. paid or reimbursed by Buyer and the full amount of any expenses incurred by Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldany of its Affiliates in procuring such recovery).

Insurance; Risk of Loss. Seller assumes all risk (a) As of destruction, loss, or damage to the Property prior to close of business on the Closing Date. If: (i) Seller will terminate or cause its Affiliates to terminate all coverage relating to the Company and its Subsidiaries 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 Company and its Subsidiaries; provided, however, that (A) no such termination of any “occurrence based” policy in force as of the Closing Date shall be effected so as to prevent the Company and its Subsidiaries from recovering under such policies for losses covered thereby from events occurring on or prior to the Closing Date, it being understood that the Company and its Subsidiaries shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims, subject to the Buyer Indemnified Parties’ right to seek indemnification for such amounts in accordance with Article IX hereof; and (B) no such termination of any “claims made” policy in force as of the Closing Date shall be effected so as to prevent the Company and its Subsidiaries from recovering under such policies for losses covered thereby arising from or out of any claim made on or prior to the Closing Date, it being understood that the Company and its Subsidiaries shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims, subject to the Buyer Indemnified Parties’ right to seek indemnification for such amounts in accordance with Article IX hereof; and (ii) Parent shall become solely responsible for all insurance coverage and related risk of loss with respect to the Company and its Subsidiaries and their respective businesses, assets and employees in connection with events occurring after the Closing Date. (b) To the extent that, after the Closing Date, the Company or any portion of the Property its Subsidiaries or access thereto is condemned, taken by eminent domain, Seller require(s) any information regarding claims data or damaged by cause of any nature, payroll or the Property is rendered untenantableother information in order to make filings with insurance carriers, Seller shall immediately give HEDRA notice promptly supply such information to the Company and its Subsidiaries, and Parent shall cause the Company and its Subsidiaries to promptly supply such information to Seller, as applicable. Parent shall, and shall cause the Company and its Subsidiaries to, promptly notify Seller of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have pertaining to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation matters on or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies if Parent, the Company or by such condemning authorities, any of its Subsidiaries should tender or (b) attempt to terminate this Agreement by giving notice tender the defense of such termination claim to Seller, whereupon this Agreement shall be terminated, an insurer pursuant to an occurrence based policy of insurance maintained by Seller or any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldof its Affiliates.

Insurance; Risk of Loss. (a) Effective as of the Closing, Seller assumes will terminate or cause its Subsidiaries to terminate all coverage relating to the Acquired Assets and the Assumed Liabilities and Transferred Employees under the general corporate policies of insurance, cancellable surety bonds and hold harmless agreements of Seller for the benefit of all of its controlled subsidiaries. From and after the Closing, Purchaser shall become solely responsible for all insurance coverage (including self-insurance) and related risk of destructionloss with respect to the Acquired Assets and the Assumed Liabilities and Transferred Employees. (b) Notwithstanding clause (a), to the extent that (i) any insurance policies controlled by Seller and its Subsidiaries ("Seller's Insurance Policies") cover any Liability, loss, damage or damage to the Property expense that constitutes an Assumed Liability ("Business Liabilities") and arises out of occurrences, events or circumstances prior to the Closing Date. Ifand (ii) Seller's Insurance Policies continue after the Closing to permit claims to be made thereunder with respect to Business Liabilities arising out of occurrences, events or circumstances prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, or the Property is rendered untenantable("Business Claims"), Seller shall immediately give HEDRA notice reasonably cooperate with Purchaser in submitting Business Claims (or pursuing Business Claims previously made) on behalf of such condemnationPurchaser under Seller's Insurance Policies; provided, takinghowever, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to that Seller shall be refunded under no obligation to HEDRA and thereafter neither party shall have commence or maintain litigation to enforce any further obligations or liabilities Business Claim (except to the other. If the right extent that Purchaser agrees to terminate this Agreement is not exercised within such thirty (30) day periodreimburse Seller therefor and to hold Seller harmless, such right shall be deemed in each case, under written terms acceptable to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldin connection therewith).

Insurance; Risk of Loss. (a) Seller assumes all risk of destruction, losswill, or damage will cause the Companies to, (with respect to the Property prior to Business and the Closing Date. IfAssets) keep insurance policies currently maintained by Seller or the Companies covering their respective businesses, prior to assets, liabilities 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, and Buyer shall become solely responsible for all or any portion insurance coverage and related risk of loss based on events occurring after the Property or access thereto is condemned, taken by eminent domain, or damaged by cause Closing Date with respect to the Business. All proceeds of insurance payable (in excess of any naturedeductible, retention or self-insurance amount) in respect of any event that occurs on or before the Property is rendered untenantableCut-Off Date, Seller shall immediately give HEDRA notice of such condemnation, taking, to the extent that the proceeds are for damaged properties or damage. After receipt of notice of such condemnation, taking or damage (from assets that constitute Assets and would otherwise be payable to Seller or otherwise)its Affiliates, HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either received by Seller and (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of extent the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property Assets to which the proceeds pertain has not been repaired or access theretorestored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement the extent the damage to the Assets to which the proceeds pertain has been repaired or restored or paid for by giving notice of such termination to Seller, whereupon this Agreement shall be terminatedretained by Seller on or prior to the Closing, any amount previously paid by HEDRA to or, if no proceeds have been received before the Closing, Seller shall be refunded entitled to HEDRA all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 8.4, neither the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 3.2 or in the determination of Final Working Capital. 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) After the Closing, at the request of Buyer, Seller shall use commercially reasonable efforts to procure all proceeds of insurance payable in respect of any claim that is an Assumed Liability and thereafter neither party shall have that arises out of any further obligations occurrence on or liabilities prior to the otherCut-Off Date for which Seller or any of the Companies is insured under Seller’s employee practices policy or automobile liability policy covering the Business or the Assets. If the right to terminate this Agreement is not exercised within Any insurance recovery in respect of any such thirty (30) day period, such right claim received by Seller or any of its Affiliates shall be deemed remitted to have Buyer (after deducting therefrom any deductible, retention or self-insurance amount that has not previously been waived. paid or reimbursed by Buyer and the full amount of any expenses incurred by Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldany of its Affiliates in procuring such recovery).

Insurance; Risk of Loss. At all times until the Closing has been consummated, Seller assumes shall 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 destruction, loss, or damage loss with respect to the Property prior to shall remain with Seller through Closing. In the Closing Date. If, event that prior to the Closing Date, all or any portion of the Improvements on the Property or access thereto is condemnedare damaged, taken by eminent domaindestroyed, or damaged rendered unusable by cause of any naturefire, or other cause (“Casualty”), and the Property is rendered untenantablecost to repair such Casualty shall exceed $300,000.00, then the Purchaser may terminate this Contract by notice to the Seller shall immediately give HEDRA within ten (10) days of Purchaser’s receipt of Seller’s notice of such condemnationdamage or proceeding, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have in which case the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller Deposit shall be refunded to HEDRA Purchaser, and thereafter neither party shall have any further obligations obligation or liabilities liability to the otherother by virtue of this Contract, except as otherwise expressly provided herein. If In the right event Purchaser shall not elect to terminate this Agreement Contract or in the event Purchaser fails timely to terminate this Contract pursuant to the foregoing or in the event of any damage or destruction to such improvements the cost of repair for which is not exercised within such thirty less than $300,000.00 (30) day period, such for which no termination right shall apply under this Section), but only if the Casualty is an insured risk under the applicable commercial property insurance policy then carried by Seller, Purchaser shall be deemed entitled to receive at Closing an absolute assignment from Seller of any interest Seller may have been waived. otherwise had in the proceeds of any insurance on the Property (including any rent loss insurance allocable to the period from and after the Closing Date) plus Seller shall not designate counsel, appear in, or otherwise act pay any deductible under said commercial property insurance less any costs incurred by Seller in securing such proceeds and/or adjusting the loss and/or in undertaking any required repairs and Purchaser shall proceed with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldClosing on the Property in its then “as-is” condition with no reduction in the Purchase Price.

Insurance; Risk of Loss. Seller assumes all risk of destructionwill cause the Company and the Subsidiaries to keep insurance policies currently maintained by the Company or the Subsidiaries covering their business, lossassets and current or former employees, as the case may be, or damage suitable replacements therefor, in full force and effect through the close of business on the Closing Date; provided, however, that (a) no termination of any “occurrence based” policy in force as of the Closing Date shall be effected so as to prevent the Property Company and the Subsidiary from recovering under such policies for losses covered thereby from events occurring on or prior to the Closing Date. If, prior to close of business on the Closing Date, all it being understood that the Company and the Subsidiary shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims, subject to each Buyer Group Member’s right to seek indemnification for any such amounts or any portion amounts in excess of any policy limits in accordance with Article XI hereof; and (b) no termination of any “claims made” policy in force as of the Property Closing Date shall be effected so as to prevent the Company and the Subsidiary from recovering under such policies for losses covered thereby arising from or access thereto is condemned, taken by eminent domain, or damaged by cause out of any nature, claim made on or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to HEDRA at Closing by certified or official bank check all payments made prior to the close of business on the Closing Date under such insurance policies or by such condemning authoritiesDate, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement it being understood that the Company and the Subsidiary shall be terminatedresponsible for any deductible payable under the terms of the applicable policy in connection with any such claims, subject to each Buyer Group Member’s right to seek indemnification for any amount previously paid by HEDRA to Seller such amounts or any amounts in excess of any policy limits in accordance with Article XI hereof. From and after the Closing Date, Buyer shall be refunded to HEDRA solely responsible for maintaining all insurance coverage for the Company and thereafter neither party shall have any further obligations or liabilities the Subsidiaries for all losses incurred following the Closing Date, subject to the otherprovisions of this Section 8.4. If To the right extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to terminate this Agreement is not exercised within such thirty (30) day periodmake filing with insurance carriers or self insurance regulators from another party hereto, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheldother party will promptly supply such information.