Examples of Seller Policies in a sentence
After the Closing, Purchaser may pursue insurance coverage under an occurrence based Seller Policy or under directors’ and officers’ and fiduciary liability policies that are Seller Policies (other than any actual or de facto self-insurance arrangement) in respect of (1) the Assumed Liabilities or (2) the Business or the Transferred Assets, and Purchaser may control the pursuit of any such insurance claim.
Seller shall, or shall cause its Affiliates to, maintain in effect the Seller Policies providing directors’ and officers’ and fiduciary liability coverage for the Transferred Entities for the remaining term of such policies and for six (6) years following the Closing shall not, and shall cause its Affiliates to not, enter into any renewal or replacement thereof that would have the effect of excluding the Employee Indemnified Parties from coverage thereunder.
To the extent Purchaser and/or its Affiliates are insureds under the Seller Policies, Purchaser shall have the right to control the pursuit of any such insurance claim, and Seller shall use commercially reasonable best efforts to cooperate with Purchaser in Purchaser’s pursuit of insurance coverage under the Seller Policies.
Seller’s duty to cooperate is conditioned upon Purchaser’s payment of any reasonable out-of-pocket incidental costs and expenses incurred by Seller in connection with Purchaser’s pursuit of insurance claims under the Seller Policies, including the necessary and reasonable costs and expenses of Seller’s consultants, brokers and outside counsel (collectively, “Outside Consultants”).
Except as set forth in Section 3.18 of the Seller Disclosure Schedule, there is no claim for coverage by Seller or any of its Subsidiaries pending under any of such Seller Policies as to which coverage has been questioned, denied or disputed by the underwriters of such Seller Policies or in respect of which such underwriters have reserved their rights.