Run-Off a. The Company shall, concurrent with its notice of termination or within thirty (30) days of MGA's notice of termination, notify MGA of whether the Company intends to have MGA service the Policies through their run-off, or whether it intends to manage the run-off itself. Except as set forth in Section 7.2.
Run-Off. From and after the Closing and until the first anniversary thereof:
(i) if U.S. Sellers receive any payment relating to any Accounts Receivable outstanding on or after the Closing Date related to the Acquired Business reflected on the Conclusive Net Working Capital Statement (or if not yet determined, the Estimated Net Working Capital Statement), such payment shall be the property of Buyers and shall be held in trust by U.S. Sellers, and U.S. Sellers shall promptly forward and remit such payment to Buyers by wire transfer of immediately available funds to an account designated by Buyers (which account Buyers may change from time to time by delivering notice to Sellers). U.S. Sellers shall promptly endorse and deliver to Buyers any cash, checks or other documents received by U.S. Sellers on account of any such Accounts Receivable; and
(ii) each U.S. Seller shall use its reasonable best efforts to refer all customer or supplier inquiries received by such U.S. Seller relating to the Acquired Business to Buyers.
Run-Off. As of the effective date of termination, outstanding policies will be permitted to run to expiration subject to the right of the Company to effect selective cancellations at any time.
Run-Off. In the event either party terminates this Agreement the reinsurance assumed pursuant to this Agreement shall be provided on a “run-off” basis for all policies written after the Effective Date of this Agreement and prior to the Termination Date until all liabilities under the Covered Policies have been satisfied in full.
Run-Off. If coverage under this Contract shall expire while a Loss covered hereunder is in progress, subject to the other conditions of this Contract, CUMIS shall be responsible for its proportionate share of the Loss as if the entire Loss had occurred during the time this Contract is in force provided the Loss covered hereunder is stated before the time of coverage expiration.
Run-Off. LIABILITY INSURANCE COVERAGE. Company shall acquire for the benefit of its officers and directors "run-off" liability insurance coverage to survive the Closing Date, which coverage shall be satisfactory to Company. Alternatively, Vail Banks shall obtain coverage for the officers and directors of Company under its officer and director liability policy satisfactory to Company. The cost of such insurance shall be paid by Company.
Run-Off. Upon (x) notification by a party of its intention not to renew this Agreement under Section 11.1 or (y) termination of this Agreement in accordance with Section 11.2, the (Page 103 of 252 Pages)
Run-Off. Notwithstanding anything in this Agreement to the Contrary, Company retains liability as specified in Section 9.4 of the Asset Purchase Agreement.
Run-Off. If coverage under this Contract shall expire while a Loss covered hereunder is in progress, subject to the other conditions of this Contract, Cumis shall indemnify PIC as if the entire Loss had occurred during the time this Contract is in force provided the Loss covered hereunder started before the time of coverage expiration.
Run-Off
