Post-Closing Insurance. (a) From and after Closing, Seller agrees to reasonably cooperate with Buyer in order to make available to Buyer any insurance coverage carried by Seller in relation to the Assumed Liabilities which covers occurrences prior to Closing (the “Seller Policies”), whether or not claims relating to such occurrences are made prior to or after the Closing. In the event of an occurrence for which coverage may be available under one or more Seller Policies, Seller shall, after consultation with and at the reasonable request of Buyer, submit a claim for such occurrence to the appropriate insurer under the applicable Seller Policy (such claim, a “Covered Claim”). Seller further agrees to (i) provide such commercially reasonable assistance as Buyer may require in order to determine whether a claim is a Covered Claim and (ii) if it is a Covered Claim, use commercially reasonable efforts to pursue such Covered Claim with the applicable insurer (including, if necessary, acting as the direct contact for all purposes with such insurer and using commercially reasonable efforts to pursue such Covered Claim on behalf of and subject to the reasonable direction of Buyer). In consideration thereof, Buyer shall be responsible for paying, and shall reimburse Seller for, (A) all out-of-pocket costs or expenses incurred by Seller and its Subsidiaries in providing such assistance (including, a reasonable charge for wages, salaries, benefits or other overhead expenses associated with the Seller’s own employees in connection with any such Covered Claim) and (B) any letter of credit fees, actuarial fees and other expenses incurred in connection with maintaining from and after the Closing any such Seller Policies with respect to any such Assumed Liabilities or pursuing any Covered Claims, which payments in each case shall be made to Seller within fifteen (15) Business Days of Buyer’s receipt from Seller of a written invoice therefor (together with such supporting documentation as Buyer may reasonably request). For purposes of the foregoing, the liability associated with a Covered Claim, to the extent covered by a Seller Policy, shall be deemed to be an Excluded Liability hereunder solely to the extent necessary to effectively file claims under any such Seller Policy and only to the extent coverage is actually provided, it being acknowledged and agreed that any such matter shall not be an Excluded Liability hereunder for any other purpose (and shall remain for all such purposes an Assumed ...
Post-Closing Insurance. In order to provide certain insurance coverage with respect to claims made after the Closing Date that arise out of the operation of Keys, its subsidiaries and affiliates prior to the Closing Date, Buyer agrees to cause Keys, its subsidiaries and affiliates for a period of five years following the Closing to keep in effect the professional liability insurance coverage listed on Schedule 7.8 hereto or to provide Selling Persons with the benefit of replacement insurance coverage (whether through self insurance or otherwise) that is substantially similar in scope and with the same deductible as that maintained by the Keys Group as of the date of this Agreement.
Post-Closing Insurance. For a period of five (5) years after the Closing hereunder, or until Buyer sells the Business to an unrelated third party, Buyer shall maintain general liability insurance on the Business from companies authorized to do business in the State of Missouri with at least Best’s Financial Rating XIII and Best’s Policy Holder Rating B+ with minimum limits per occurrence of $5,000,000 and shall name Seller and its shareholders (collectively the “Indemnified Parties”) as additional insureds on such policies, which policies shall provide primary coverage for any losses suffered by the Indemnified Parties with respect to the Business and/or the Business Assets.
Post-Closing Insurance. Seller shall have no responsibility for providing insurance covering the Purchased Assets and Xxxxxx Creek Mine Operations after the Closing. Buyer shall have the sole responsibility to provide insurance covering the Purchased Assets and Buyer’s operations at the Mine Area from and after the Closing Date (“Buyer Operations”).
Post-Closing Insurance. For a period of up to 90 days (in the discretion of Purchaser) after the Closing Date, Seller shall maintain insurance with respect to the Assets and the Business at the same levels as prior to the Closing.
Post-Closing Insurance. For a period of five years after the Closing, the Seller shall maintain their existing comprehensive general liability and hospital professional liability insurance coverages, or obtain extended reporting period tail insurance, with respect to the Facility for all periods prior to the Closing in substantially their present form as described on Schedule 3.12.; provided that the Purchaser shall reimburse the Seller on the Closing Date for one-half of the cost of such insurance coverage.
Post-Closing Insurance. The Transferring Party for five (5) years after the Closing, shall maintain comprehensive general liability and hospital professional liability insurance coverages with at least one million dollars of coverage per occurrence and three million dollars of coverage in the aggregate with respect to the Facility for all periods prior to the Closing in substantially their present form as described on Schedule 5.21 (the "Insurance Program"), provided that (a) the Transferring Party shall have the right to reduce (but not increase beyond $100,000 per occurrence) the existing deductible under the Insurance Program and (b) shall have the right to cancel or terminate, or have canceled or terminated, the coverages under the Insurance Program so long as the Transferring Party acquires (from (i) its present insurance company or (ii) another reasonably acceptable insurance company under a reasonably acceptable policy) an extended discovery period of not less than five (5) years after any such cancellation or termination for periods prior to the Closing. Such Insurance Program, if maintained, shall be maintained at the Transferring Party's expense, and if such Insurance Program is maintained, the Transferring Party shall cause the Purchasing Party to be named as an additional insured with respect to the applicable Facility and the Transferring Party shall provide the Purchasing Party with copies thereof and copies of renewals prior to the expiration of the prior policy or policies. The Transferring Party shall use commercially reasonable efforts to avoid invalidating the insurance policies referred to in this Section 7.8.
Post-Closing Insurance. At the Closing, except as otherwise provided in the Transition Services Agreement, Buyer shall have in place policies or programs that insure workers’ compensation, the Acquired Assets and the Business against any loss or damage for all periods on and after the Closing.
Post-Closing Insurance. In addition to Buyer's remittance of the Purchase Price to Seller in accordance with the provisions of paragraph 2.4 above, Buyer shall purchase and maintain the insurance coverage set forth below for the duration of the applicable statute of limitations periods provided under Paragraph 12.1 hereof, commencing on the date hereof (the "COVERAGE TERM"):
(a) Commercial or general liability with a combined single annual general aggregate limit for bodily injury and property damage liability of not less than $2,000,000 each occurrence. Such insurance shall include products and completed operations with an annual aggregate limit of $2,000,000, advertising and personal injury liability with an annual aggregate limit of $3,000,000 and contractual liability.
(b) Professional liability limits not less than $1,000,000 each claim/$3,000,000 annual aggregate.
(c) Workers Compensation in accordance with the laws of California. Such insurance shall include Employers Liability with a limit of not less than $1,000,000 each accident.
(d) Business automobile liability for all owned, hired and non-owned vehicles with a limit not less than $1,000,000 each accident.
(e) Property insurance covering direct risk of physical loss or damage to all real and personal property and equipment in a form equivalent to the ISO Special Form for property insurance. Such insurance shall value the equipment at replacement cost. All co-insurance penalties and deductibles are the responsibility of the Buyer.
(f) Such liability insurance shall be on an occurrence or claims made form. If such insurance is on a claims made form all acts and omissions of Buyer and its subcontractors shall be, during the Coverage Period, "continually covered." In order for the acts and omissions of Buyer and its subcontractors to be "continually covered" there must be insurance coverage for the entire Coverage Period. Claims made coverage shall have a retroactive date at least concurrent with the Closing Date. If such claims made coverage is cancelled or terminated or not renewed for any reason, Buyer shall purchase either a three year Extended Reporting (tail) coverage applicable to all claims arising during the Coverage Period including renewals and extensions thereof, if any, or nose coverage with a retroactive date at least concurrent with the Closing Date.
(g) Within thirty (30) days of executing this Agreement, Buyer will furnish to Seller certificates of insurance evidencing the required insurance coverage. Suc...
Post-Closing Insurance. Buyer shall use commercial reasonably efforts (at no cost to Buyer) so that the Seller Indemnitees shall be named as an additional assured party on the Lessee’s third party legal liability insurance with respect to the Aircraft for a period of two years after the Closing Date. 21. The Owner Trustee. Xxxxx Fargo Bank Northwest, National Association is executing this Agreement solely in its capacity as Owner Trustee under the Trust Agreement and not in its individual capacity (except as expressly stated herein) and in no case shall Xxxxx Fargo Bank Northwest, National Association (or any entity acting as Owner Trustee under the Trust Agreement) be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of the Seller hereunder, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through, or under such party. [signature page follows] 14
