Common use of Maintenance and Enforcement of Insurance Policies Clause in Contracts

Maintenance and Enforcement of Insurance Policies. (a) From and after the date of this Agreement (through the Closing Date), ETP shall not, and shall cause each of its Subsidiaries not to, take any action or fail to take any commercially reasonable action if such action or inaction, as the case may be, would adversely affect the applicability of any insurance in effect on the date of this Agreement that covers all or any part of the assets or Business of the ETIH Group Entities (the “Applicable ETP Insurance”). ETP agrees that, from and after the Closing Date, all proceeds from claims made on or before the Closing Date under the Applicable ETP Insurance directly or indirectly applicable to the assets or Business of the ETIH Group Entities shall be for the benefit of the Company. Without limiting the generality of the foregoing, from and after the Closing Date and in any reasonable manner requested by the Company, ETP shall use commercially reasonable efforts to ensure that all Applicable ETP Insurance policies and arrangements are modified, amended or assigned so that the Company or one of its Subsidiaries is a direct beneficiary of such Applicable ETP Insurance with all rights to enforce, obtain the benefit of and take all other action in respect of such Applicable ETP Insurance; provided, however, that if the modifications, amendments or assignments contemplated by this Section 5.9(a) are not permissible, ETP shall, and shall cause each of its Subsidiaries to, (i) make any claim against the Applicable ETP Insurance reasonably requested by the Company, (ii) use its commercially reasonable efforts to collect any proceeds payable under the Applicable ETP Insurance and (iii) deliver any such proceeds received by ETP or its Subsidiaries to the Company. (b) From and after the date of this Agreement (through the Closing Date), OGE shall not, and shall cause each of its Subsidiaries not to, take any action or fail to take any commercially reasonable action if such action or inaction, as the case may be, would adversely affect the applicability of any insurance in effect on the date of this Agreement that covers all or any part of the assets or Business of the Enogex Group Entities (the “Applicable OGE Insurance”). OGE agrees that, from and after the Closing Date, all proceeds from claims made on or before the Closing Date under the Applicable OGE Insurance directly or indirectly applicable to the assets or Business of the Enogex Group Entities shall be for the benefit of the Company. Without limiting the generality of the foregoing, from and after the Closing Date and in any reasonable manner requested by the Company, OGE shall use commercially reasonable efforts to ensure that all Applicable OGE Insurance policies and arrangements are modified, amended or assigned so that the Company or one of its Subsidiaries is a direct beneficiary of such Applicable OGE Insurance with all rights to enforce, obtain the benefit of and take all other action in respect of such Applicable OGE Insurance; provided, however, that if the modifications, amendments or assignments contemplated by this Section 5.9(b) are not permissible, OGE shall, and shall cause each of its Subsidiaries to, (i) make any claim against the Applicable OGE Insurance reasonably requested by the Company, (ii) use its commercially reasonable efforts to collect any proceeds payable under the Applicable OGE Insurance and (iii) deliver any such proceeds received by OGE or its Subsidiaries to the Company.

Maintenance and Enforcement of Insurance Policies. (a) From and after the date of this Agreement (through the Closing DateExcept as set forth in Section 5.19(b), ETP shall not, Buyers agree and shall cause each of its Subsidiaries not to, take any action or fail to take any commercially reasonable action if such action or inaction, as the case may be, would adversely affect the applicability of any insurance in effect on the date of this Agreement that covers all or any part of the assets or Business of the ETIH Group Entities (the “Applicable ETP Insurance”). ETP agrees understand that, from and after the Closing Date, all proceeds from claims made on or before the Closing Date under the Applicable ETP Insurance directly or indirectly applicable insurance coverage provided in relation to the assets Company Entities, pursuant to policies maintained by Parent or Business its Affiliates shall cease and, except as provided in Section 5.19(b), no further coverage shall be available to any Company Entity as an Affiliate under any such policies or programs but (subject to the terms of the ETIH Group Entities shall be for relevant policy) without prejudice to any accrued claims which a Company Entity, Parent or its Affiliates may have at Closing; provided, that, Parent agrees to retain the benefit of the Company. Without limiting following “claims” based policies of insurance in relation to events occurring prior to Closing but in respect of which no claim has yet arisen at the generality time of Closing: Parent shall retain (x) its errors and omissions liability coverage, a copy of which policy has been made available to Buyers, for a period of three (3) years following the foregoingClosing, from and after (y) its directors and officers liability tail coverage, a copy of which has been made available to Buyers, for a period of six (6) years following the Closing Date (the “DEO Policies”), either by maintaining such DEO Policies in effect or procuring substitutes thereof at its own expense. (b) The Parties agree that, following the Closing, in the event Buyers or any of their respective Affiliates or any of their respective officers and in any reasonable manner requested directors (the “Covered Parties”) shall suffer or incur a Loss as a result of a claim that, but for the Closing (i.e. but for the fact that the Company Entities are no longer named as a beneficiary or loss payee thereunder), would have been covered by an occurrence based policy maintained by Parent or its Affiliates or under the CompanyDEO Policies (a “Covered Claim”), ETP the Covered Party shall promptly notify Parent of such Covered Claim, and Parent shall thereafter use commercially reasonable efforts to ensure that all Applicable ETP Insurance administer and collect on such Covered Claim to the extent Coverage is then available under such occurrence based policies or DEO Policies. The Covered Party shall cooperate fully with Parent to enable Parent to comply with the requirements of the relevant insurer, and arrangements are modified, amended or assigned so that the Company or one of its Subsidiaries is shall provide such information and assistance as Parent may reasonably request in connection with any such Covered Claim. Any monies collected by Parent under such policies as a direct beneficiary result of such Applicable ETP Insurance with Covered Claims shall be paid to the Covered Parties to the extent of the Loss suffered or incurred by such Covered Parties as a result of such claim, net of all rights to enforcereasonable costs and expenses of recovery, obtain or as directed by the benefit of and take all other action in relevant insurer. (c) In respect of all Covered Claims brought thereunder by Parent on behalf of a Covered Party, as contemplated by subsection (b) above, Parent acknowledges that it shall be responsible for the insurance deductible on each relevant insurance policy and will not be entitled to seek reimbursement of such Applicable ETP Insuranceinsurance deductible from the Covered Parties; provided, however, that if in the modifications, amendments or assignments contemplated by this Section 5.9(a) are not permissible, ETP shall, and event Parent shall cause each of its Subsidiaries to, (i) make pay any claim against the Applicable ETP Insurance reasonably requested by the Company, (ii) use its commercially reasonable efforts to collect any proceeds payable such insurance deductible under the Applicable ETP Insurance and relevant insurance policy, fifty percent (iii50%) deliver any of such proceeds received by ETP or its Subsidiaries to the Company. payment shall be considered an indemnified Loss (b) From and after the date of this Agreement (through the Closing Date), OGE shall not, and shall cause each of its Subsidiaries not to, take any action or fail to take any commercially reasonable action if such action or inaction, as the case may be, would adversely affect the applicability of any insurance in effect on the date of this Agreement that covers all or any part for purposes of the assets or Business of the Enogex Group Entities (the “Applicable OGE Insurance”). OGE agrees that, from and after the Closing Date, all proceeds from claims made on or before the Closing Date under the Applicable OGE Insurance directly or indirectly applicable to the assets or Business of the Enogex Group Entities shall be for the benefit of the Company. Without limiting the generality of the foregoing, from and after the Closing Date and in any reasonable manner requested Indemnity Cap) paid by the Company, OGE shall use commercially reasonable efforts to ensure that all Applicable OGE Insurance policies and arrangements are modified, amended or assigned so that the Company or one of its Subsidiaries is a direct beneficiary of such Applicable OGE Insurance with all rights to enforce, obtain the benefit of and take all other action in respect of such Applicable OGE Insurance; provided, however, that if the modifications, amendments or assignments contemplated by this Section 5.9(b) are not permissible, OGE shall, and shall cause each of its Subsidiaries to, (i) make any claim against the Applicable OGE Insurance reasonably requested by the Company, (ii) use its commercially reasonable efforts to collect any proceeds payable under the Applicable OGE Insurance and (iii) deliver any such proceeds received by OGE or its Subsidiaries to the CompanyParent.