Insured Liabilities. (a) Claims for coverage of Insured CPEX Liabilities shall be tendered by Bentley as necessary to invoke the benefit of the Policies, at CPEX’s sole option, cost and expense. If such insurers do not promptly acknowledge insurance coverage in connection with the Insured CPEX Liabilities, then, with respect to such Insured CPEX Liabilities, CPEX or a member of the CPEX Group on an as-incurred basis (i) shall advance all amounts expended by the Bentley Group for or with respect to such Insured CPEX Liabilities, including, without limitation, all costs and expenses in connection with the defense and settlement and in satisfaction of any judgment incurred, and amounts sufficient to cover any Liabilities required to be paid by Bentley or its Subsidiaries and (ii) shall pay all costs incurred in connection with pursuing and recovering Insurance Proceeds with respect to the Insured CPEX Liabilities. Any payments made by CPEX or the CPEX Subsidiaries on account of such Insured CPEX Liabilities shall be deemed to be advances pursuant to this Section 4.3. CPEX and the CPEX Subsidiaries shall have the right to recover any advances made pursuant to Section 4.3 from Bentley and the Bentley Subsidiaries, and Bentley and the Bentley Subsidiaries shall have the obligation promptly to reimburse CPEX and the CPEX Subsidiaries for such advances, solely from the Insurance Proceeds of the Policies that cover such Insured CPEX Liabilities and that are received by Bentley or the Bentley Subsidiaries. Bentley and the Bentley Subsidiaries (i) shall, at all times until paid to a member of the CPEX Group, hold Insurance Proceeds received for or with respect to Insured CPEX Liabilities in trust for the benefit of CPEX; and (ii) shall promptly remit such Insurance Proceeds to CPEX.
Insured Liabilities. (a) Claims for coverage of Insured SpinCo Liabilities shall be tendered by the Company, to the extent permitted under the applicable Policy, as necessary to invoke the benefit of the Policies, at SpinCo’s sole option, cost and expense. If such insurers do not promptly acknowledge insurance coverage in connection with the Insured SpinCo Liabilities, then, with respect to such Insured SpinCo Liabilities, SpinCo or a member of the SpinCo Group on an as-incurred basis shall: (i) advance all amounts expended by the Company Group for or with respect to such Insured SpinCo Liabilities, including all costs and expenses in connection with the defense and settlement and in satisfaction of any judgment incurred, and shall pay all amounts required (as determined by the Company) to cover any Liabilities incurred by the Company Group in connection therewith, and (ii) pay all costs incurred in connection with pursuing and recovering Insurance Proceeds with respect to the Insured SpinCo Liabilities. Any payments made by a member of the SpinCo Group on account of such Insured SpinCo Liabilities shall be deemed to be advances pursuant to this Section 4.3(a). The SpinCo Group shall have the right to recover any advances made pursuant to Section 4.3(a) from the Company Group, and the Company Group shall have the obligation promptly to reimburse the SpinCo Group for such advances, solely from the Insurance Proceeds of the Policies that cover such Insured SpinCo Liabilities and that are received by the Company Group with respect to an Insured SpinCo Liability. The Company Group shall: (i) at all times until paid to a member of the SpinCo Group, hold Insurance Proceeds received for or with respect to Insured SpinCo Liabilities in trust for the benefit of SpinCo; and (ii) promptly remit such Insurance Proceeds to SpinCo.
Insured Liabilities. Any liabilities, to the extent such liabilities are within the terms of insurance policies of the Medical Center at the time such liabilities accrue or become known. Any liabilities in excess of available insurance, which may become payable by the Medical Center, are within the assumption of liabilities undertaken by XX-Xxxxxxxx. The City shall cooperate with XX-Xxxxxxxx in securing payment of any insurance and any amounts received by the City shall be held in trust by the City for use by XX-Xxxxxxxx for the sole purpose of paying such liabilities.
Insured Liabilities. All Liabilities of Seller that are insured pursuant to the Seller Insurance Policies as in effect on the Closing Date (including, for the avoidance of doubt, the Continuing Policies), to the extent (and only to the extent) such Liabilities are so insured (or were so insured as of the Closing Date);
Insured Liabilities. All liabilities arising from the ownership of the acquired assets on and after the closing date, and any pre-closing liabilities that are covered by insurance policies and binders assigned to Buyer, but only to the extent of insurance coverage;
Insured Liabilities. Any Liability with respect to which ------------------- Seller receives insurance proceeds to the extent of such proceeds.
