Common use of Merchant’s Liability Insurance Clause in Contracts

Merchant’s Liability Insurance. Subject to (a) Agent’s obligations to reimburse Merchant under sSection 4.1(s) of this Agreement and (b) Buyer’s obligations to reimburse Sellers under Section 4.1(4) of this Agreement and Section 6.6 of the APA, Merchant and Buyer shall each continue at its respective cost and expense until the Sale Termination Date, in each case, in such amounts as it currently has in effect (or in the case of Buyer, in effect as of the Closing Date), all of its respective liability insurance policies, including, but not limited to, commercial general liability, products liability, comprehensive public liability, auto liability and umbrella liability insurance, covering injuries to persons and property in, or in connection with, Merchant’s or Buyer’s, as applicable, operation of the Stores and E-Commerce Sites, in each case, in effect on the date hereof (collectively, the “Liability Insurance Policies”); and Merchant and Buyer, as applicable, shall cause Agent to be named as an additional named insured (as its interest may appear) with respect to all such policies. Merchant and Buyer, as applicable, shall deliver to Agent certificates evidencing such insurance setting forth the duration thereof and naming Agent as an additional named insured, in form reasonably satisfactory to Agent. All such policies shall require at least thirty (30) days’ prior notice to Agent of cancellation, non-renewal or material change during the Sale Term. In the event of a claim under any such policies, Merchant or Buyer, as applicable, shall be responsible for the payment of all deductibles, retentions or self-insured amounts thereunder, unless it is determined that liability arose by reason of the willful misconduct or grossly negligent acts or omissions of Agent, or Agent’s employees, independent contractors or agents.

Merchant’s Liability Insurance. Subject to (a) Agent’s obligations to reimburse Merchant under sSection Section 4.1(s) of this Agreement and (b) Buyer’s obligations to reimburse Sellers under Section 4.1(4) of this Agreement and Section 6.6 of the APA, Merchant and Buyer shall each continue at its respective cost and expense until the Sale Termination Date, in each case, in such amounts as it currently has in effect (or in the case of Buyer, in effect as of the Closing Date), all of its respective liability insurance policies, including, but not limited to, commercial general liability, products liability, comprehensive public liability, auto liability and umbrella liability insurance, covering injuries to persons and property in, or in connection with, Merchant’s or Buyer’s, as applicable, operation of the Stores and E-Commerce Sites, in each case, in effect on the date hereof (collectively, the “Liability Insurance Policies”); and Merchant and Buyer, as applicable, shall cause Agent to be named as an additional named insured (as its interest may appear) with respect to all such policies. Merchant and Buyer, as applicable, shall deliver to Agent certificates evidencing such insurance setting forth the duration thereof and naming Agent as an additional named insured, in form reasonably satisfactory to Agent. All such policies shall require at least thirty (30) days’ prior notice to Agent of cancellation, non-renewal or material change during the Sale Term. In the event of a claim under any such policies, Merchant or Buyer, as applicable, Buyer shall be responsible for the payment of all deductibles, retentions or self-insured amounts thereunder, unless it is determined that liability arose by reason of the willful misconduct or grossly negligent acts or omissions of Agent, or Agent’s employees, independent contractors or agents. Neither Merchant nor Buyer, as applicable, shall make any change in the amount of any deductibles or self-insurance amounts prior to Sale Termination Date without Agent’s prior written consent. Buyer’s obligations under this Section 12.1 may be satisfied through the insurance coverage provided by Sellers pursuant to Section 6.6 of the APA.

Merchant’s Liability Insurance. Subject to (a) Agent’s obligations to reimburse Merchant under sSection 4.1(s) of this Agreement and (b) Buyer’s obligations to reimburse Sellers under Section 4.1(4) of this Agreement and Section 6.6 of the APA, Merchant and Buyer shall each continue at its respective cost and expense (subject to Section 4.1(x)) until the Sale Termination Date, in each case, in such amounts as it currently has in effect (or in the case of Buyer, in effect as of the Closing Date)effect, all of its respective liability insurance policies, including, but not limited to, commercial general liability, products liability, comprehensive public liability, auto liability and umbrella liability insurance, covering injuries to persons and property in, or in connection with, Merchant’s or Buyer’s, as applicable, operation of the Stores and E-Commerce Sites, in each case, in effect on the date hereof (collectively, the “Liability Insurance Policies”)Stores; and Merchant and Buyer, as applicable, shall cause each of Purchaser and JV Agent to be named as an additional named insured insureds or loss payees (as its interest may appear) with respect to all such policies. Merchant and Buyer, as applicable, shall deliver to Purchaser and JV Agent certificates evidencing such insurance setting forth the duration thereof and naming Purchaser and JV Agent as an additional named insuredinsureds or loss payees (as its interest may appear), in form reasonably satisfactory to Purchaser and JV Agent. All such policies shall require at least thirty (30) days’ prior notice to Purchaser and JV Agent of cancellation, non-renewal or material change during the Sale Termchange. In the event of a claim under any such policies, Merchant or Buyer, as applicable, shall be responsible for the payment of all deductibles, retentions or self-insured amounts thereunder, unless it is determined that liability arose by reason of the willful misconduct or grossly negligent acts or omissions of Agent, or Agent’s employees, independent contractors or agents. Merchant shall not make any change in the amount of any deductibles, retentions or self-insurance amounts prior to the Sale Termination Date without Purchaser’s and JV Agent’s prior written consent.

Merchant’s Liability Insurance. Subject to (a) Agent’s obligations to reimburse Merchant under sSection 4.1(s) of Until the Designation Rights Termination Date or as otherwise directed by Purchaser or set forth in this Agreement and (b) Buyer’s obligations to reimburse Sellers under Section 4.1(4) of this Agreement and Section 6.6 of the APAAgreement, Merchant shall continue to maintain, subject to the Wind-Down Budget and Buyer shall each continue at its respective cost and expense until the Sale Termination Date, in each caseWind-Down Cap, in such amounts as it currently has in effect (or in the case of Buyer, in effect as of the Closing Date)effect, all of its respective liability insurance policies, including, including but not limited to, to commercial general liability, products liability, comprehensive public liability, auto liability and umbrella liability insurance, covering injuries to persons and property in, or in connection with, the Assets and/or Merchant’s or Buyer’s, as applicable, operation of its business and the Stores Store and E-Commerce Sites, in each case, in effect on the date hereof (collectively, the “Liability Insurance Policies”)Distribution Centers; and Merchant and Buyer, as applicable, shall cause Agent Purchaser to be named as an additional named insured (as its interest may appear) with respect to all such policies. Merchant and Buyer, as applicable, shall deliver to Agent Purchaser certificates evidencing such insurance setting forth the duration thereof and naming Agent Purchaser as an additional named insured, in form reasonably satisfactory to AgentPurchaser. All such policies shall require at least thirty (30) days’ prior notice to Agent Purchaser of cancellation, non-renewal or material change during the Sale Termchange. In the event of a claim under any such policies, Merchant or Buyer, as applicable, shall be responsible for the payment of all deductibles, retentions or self-insured amounts thereunderthereunder (which may be reimbursed as an Expense and/or pursuant to the Wind-Down Payment, subject to the Wind-Down Budget and the Wind-Down Cap), unless it is determined that liability arose by reason of the willful misconduct or grossly negligent acts or omissions of AgentPurchaser, or AgentPurchaser’s employees, independent contractors or agents. Merchant shall not make any change in the amount of any deductibles or self-insurance amounts on or after the date of this Agreement without Purchaser’s prior written consent.