Post-Closing Insurance Coverage. On or before the Closing Date, Seller Parties shall, at their sole cost and expense, (a) obtain or maintain, as the case may be, (b) satisfy all premium obligations relating to, and (c) name Buyer as an additional insured on Sellers’ professional liability insurance pursuant to the terms of the Transition Services Agreement and on Sellers’ general liability policy for at least six months after the termination of the Transition Services Agreement, which shall cover Liabilities arising from or relating to the operation of the Business prior to the Closing Date at policy levels consistent with that maintained prior to the Effective Date.
Post-Closing Insurance Coverage. Notwithstanding any provision of this Agreement to the contrary, Purchaser’s insurance policy(ies) shall: (1) name Sellers and their Affiliates as additional insureds for liabilities arising from or assumed under this Agreement; and (2) be primary as to all other policies (including any deductibles or self-insured retentions). It is further agreed that Purchaser and its insurer(s) providing coverage shall waive all rights of subrogation and/or contribution against Sellers and their Affiliates to the extent liabilities are assumed by Purchaser.
Post-Closing Insurance Coverage. The Shareholder, Buyer and the Company agree that at all times after the Closing Date, and until the Shareholder is paid all amounts due under this Agreement (and/or until any and all disputes are fully and finally resolved between the parties as to the amounts to be paid to Shareholder), the Company shall maintain insurance coverages in the same types and amounts as are presently being maintained by the Company, as of the date of this Agreement.
Post-Closing Insurance Coverage. (i) At or prior to Closing, Companies shall acquire tail coverage under their currently existing Directors and Officers and Employers Liability insurance coverage which shall remain in effect until the date which is six (6) years following the Closing Date (with all premiums pre-paid as of the Closing Date), which shall be an “occurrence” basis covering all acts and omissions of the Companies prior to the Closing Date, regardless of when such claims were made, but not later than the expiration date of the policy (the “Post-Closing Insurance Policies”); provided that the cost of such tail coverage does not exceed $15,000. Such insurance coverage will be in an aggregate total coverage amount, and with deductible, equal to the coverage available under the Companies’ current policy.
Post-Closing Insurance Coverage. From and after the Closing Date, the Company shall be responsible for obtaining and maintaining insurance coverage with respect to the Business separately from Seller's insurance programs for occurrences after the Closing. Notwithstanding the foregoing, Seller shall maintain in full force and effect, and renew as necessary the following insurance policies providing coverage to the Company as of the date of this Agreement for the following periods after the Closing Date, but only to the extent that Seller is maintaining such types of insurance policies during such periods for it and its Subsidiaries, and only subject to the retentions, deductibles and policy limits applicable to Seller and its Subsidiaries thereunder: (x) directors and officers insurance (three years); (y) fiduciary insurance (three years); and (z) employment practices insurance (four years). Additionally, Seller shall maintain directors and officers liability insurance as required by Section 6.05 of the Agreement and Plan of Merger, dated as of May 23, 2001, among Seller, Emerald Acquisition Corporation I and Structural Dynamics Research Corporation and Section 7.05 of the Agreement and Plan of Merger, dated as of August 2, 2001, among Seller, UGS Acquisition Corp., and Unigraphics Solutions Inc. The Company shall have no obligation to maintain or pay for the insurance coverage pursuant to any of the Claims Made Policies.
Post-Closing Insurance Coverage. Following the Closing Date, the Company shall continue to maintain all medical malpractice insurance coverage to the extent related to the Transferred Markets and effective as of the Closing Date, at the Company’s sole cost and expense. For any such “claims made” policies, the Company agrees to continue insurance coverage comparable to “tail” insurance coverage for the Related Consolidated Entities and any of the Transferred Employees, as applicable, with respect to currently in-force policies as of the Closing Date. In the event any such currently in-force “claims made” policies are cancelled or non-renewed, the Company shall obtain a “tail” insurance policy, for a period of not less than the lesser of the current statute of limitation in the applicable Transferred Market or six (6) years from the Closing Date (the “Coverage Period”), so long as the Company shall not be required to spend more than 300% of the current annual policy premiums to obtain such tail policy. Furthermore, in the event such insurance is cancelled or lapses for any reason, the Company shall give Buyer prompt notice of such event. In the event any medical malpractice claim is asserted against any Buyer Indemnified Party during the Coverage Period arising out of or relating to the operation of the Business prior to the Closing, the Company shall be responsible for any deductible payment required under the Policy in connection with such claim. Nothing herein shall be construed as (x) requiring the Company to renew any insurance policy, (y) limiting the Company’s ability to pursue and recover payment in connection with covered claims up to the applicable limit of liability, or (z) prioritizing insurance claims benefitting any Buyer Indemnified party above insurance claims benefitting the Company.
Post-Closing Insurance Coverage. On or before the Closing Date, Seller Parties shall (a) obtain or maintain, as the case may be, (b) satisfy all premium obligations relating to, and (c) name Buyer as an additional insured on (or cause for Buyer, to Buyer’s reasonable satisfaction, to be put in a substantially similar economic position as an additional insured with respect to), one or more insurance policies that extend for at least three years after the Closing Date and cover Liabilities arising from or relating to the operation of the Business prior to the Closing Date, including professional liability and general liability consistent with that maintained prior to the Closing Date. The cost of any premiums paid on account of the insurance policies described in this Section 4.10 shall be borne equally between Buyer, on the one hand, and Seller Parties, on the other hand, and Buyer shall reimburse Seller Parties for Buyer’s portion of such premium within 20 business days after Seller Parties’ delivery to Buyer of satisfactory evidence of Seller Parties’ payment.
Post-Closing Insurance Coverage. Except as otherwise provided in Section 13.3 (“Claims Made” Policies and Tail Coverage), Seller shall have no responsibility for obtaining any insurance for the account or benefit of the Companies and the Companies’ Subsidiaries that covers the period commencing and continuing after the Closing Date. From and after the Closing Date, Purchaser shall be responsible for obtaining and maintaining an insurance program for the Business.
Post-Closing Insurance Coverage. (a) The Seller shall maintain its current insurance or obtain, at its sole cost and expense, “tail” insurance policies for such insurance, in each case including the Purchaser as an additional named insured thereunder.
Post-Closing Insurance Coverage. On or prior to the Closing, Concentra shall, or shall cause one or more of its Subsidiaries to, (i) purchase three-year “tail” coverage under each Insurance Policy that is a “claims made” basis policy of insurance on substantially the same terms and conditions as the Insurance Policies currently in effect and (ii) name Coventry as an additional named insured on such Insurance Policies.
