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. (a) Seller agrees to use commercially reasonable efforts to effect the assignment to Buyer of any and all known policies of general, excess or umbrella liability insurance that were issued, prior to Seller's acquisition of Northern Minnesota Utilities ("NMU") by any insurer directly to or for the benefit of NMU or any of its corporate predecessors, or Peoples Natural Gas or any of its corporate predecessors (provided, in the case of Peoples Natural Gas or any of its corporate predecessors, any such policy relates solely to the Purchased Assets or any subset thereof) (the "Historical Insurance Policies"). Seller will cooperate with Buyer to obtain from any such insurer such consent as may be required to effect any such assignment. Further, upon Buyer's reasonable request and at Buyer's cost, Seller will cooperate with Buyer in its efforts to pursue coverage under the Historical Insurance Policies.
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 Sellers shall maintain their existing comprehensive general liability and hospital professional liability insurance coverages, or obtain extended reporting period tail insurance, with respect to each Facility for all periods prior to the Closing in substantially their present form as described on SCHEDULE 3.12; provided that Purchaser shall reimburse the Sellers on the Closing Date for one-half (1/2) of the aggregate premium for such required insurance as described in SCHEDULE 3.12.
Post-Closing Insurance. (a) Seller agrees to use commercially reasonable efforts to effect the assignment to Buyer of any and all known policies of general, excess or umbrella liability insurance that were issued, prior to Seller's acquisition of Michigan Gas Utilities ("MGU"), by any insurer directly to or for the benefit of MGU or any of its corporate predecessors (the "Historical Insurance Policies"). Seller will cooperate with Buyer to obtain from any such insurer such consent as may be required to effect any such assignment. Further, upon Buyer's reasonable request and at Buyer's cost, Seller will cooperate with Buyer in its efforts to pursue coverage under the Historical Insurance Policies.
Post-Closing Insurance. For a period of at least two (2) years after the Closing, Parent shall cause to be maintained the director and officer insurance policies identified in Section 2.23 of the Disclosure Schedule relating to the period prior to the Closing.
Post-Closing Insurance. For a period of at least eighteen (18) months from the Closing Date, (a) Seller shall maintain its occurrence-based insurance policies relating to workers’ compensation claims and product liability claims arising from products manufactured, sold or designed by Seller prior to the Closing Date in substantially the same form as such policies maintained by Seller immediately prior to the Closing Date, and (b) Buyer shall obtain and maintain occurrence-based insurance relating to workers’ compensation claims and product liability claims arising after the Closing from products manufactured, sold or designed by Seller prior to the Closing Date or by Buyer thereafter with terms of coverage comparable or superior to the terms of coverage of the insurance maintained by Seller immediately prior to the Closing Date. Buyer shall provide Seller with proof of such insurance reasonably satisfactory to Seller; and Seller shall provide Buyer with proof of such insurance reasonably satisfactory to Buyer.
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 Iowa 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.
