DSW Insurance Coverage During Transition Period Clause Samples

The DSW Insurance Coverage During Transition Period clause requires that DSW maintains appropriate insurance coverage throughout a specified transition period, typically following a change in operations, ownership, or service arrangements. This clause ensures that all relevant risks, such as property damage, liability, or business interruption, remain covered while responsibilities are shifting between parties. By mandating continuous insurance, the clause protects both DSW and other stakeholders from potential losses or gaps in coverage during the transition, thereby minimizing risk and ensuring operational continuity.
DSW Insurance Coverage During Transition Period. (a) As of the Offering Date, Retail Ventures shall maintain insurance coverage under the Insurance Policies listed in Part (a) of Schedule III (the "Retail Ventures Insurance Policies"). Throughout the period beginning on the Offering Date and ending upon the earlier of (i) termination of the Service provided pursuant to this Article VI or (ii) termination or expiration of this Agreement in accordance with its terms (the "Insurance Transition Period"), Retail Ventures shall, subject to insurance market conditions and other factors beyond its control, maintain Insurance Policies covering and for the benefit of the DSW Entities and their respective directors, officers, and employees (collectively, the "DSW Covered Parties") which are comparable to those maintained generally by Retail Ventures covering the DSW Covered Parties prior to the Offering Date; provided, however, that if Retail Ventures determines that (i) the amount or scope of such insurance coverage will be reduced to a level materially inferior to the level of insurance coverage in existence immediately prior to the Insurance Transition Period or (ii) the retention or deductible level applicable to such insurance coverage, if any, will be increased to a level materially greater than the levels in existence immediately prior to the Insurance Transition Period, each other than as a result of the Offering, Retail Ventures shall give DSW notice of such determination as promptly as practicable. Upon notice of such determination, DSW shall be entitled to no less than sixty (60) days to evaluate DSW's options regarding continuance of insurance coverage under said Insurance Policies and DSW may cancel the DSW Entities' interest in all or any portion of such insurance coverage as of any day within such sixty (60) day period. (b) DSW shall promptly pay or reimburse Retail Ventures, as the case may be, for premium expenses, deductibles or retention amounts, and any other costs and expenses which Retail Ventures may incur in connection with the insurance coverages maintained pursuant to this Section 6.01, including but not limited to any retroactive or subsequent premium adjustments. DSW's share of such costs and expenses shall be calculated as set forth in Part (b) of Schedule III.
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