Common use of Existing Insurance Coverage Clause in Contracts

Existing Insurance Coverage. At Closing, Moog will cancel ---------------------------- insurance coverage applicable to the TC Business for occurrences or claims made after the Closing Date; PROVIDED, HOWEVER, that the remaining insurance coverage shall be available to SMP with respect to insured occurrences or claims made relating to the TC Business on or prior to the Closing Date, if and only to the extent that SMP has assumed or paid the loss or liability attributed to such occurrences. If, after the Closing, Moog actually receives from an insurer cash proceeds (excluding any return of premium or reimbursed attorneys or investigation or other fees) attributable to such insurance coverage with respect to any insured occurrences or any series of occurrences on or prior to the Closing Date or any claims that were asserted on or prior to the Closing Date, then such cash proceeds shall be paid to SMP net of any deductible, co-payment, retro fees, self-insured premiums, defense costs or other charges paid or payable to the insurance carrier or obligations to reimburse the insurance carrier for which Moog is liable, to the extent that SMP has assumed or paid the loss or liability attributed to such occurrences. SMP shall reimburse Moog for any administrative costs, retro fees, premiums, self-insured or deductible loss costs or other expenses that Moog is charged after the Closing by such insurance carrier relating to claims paid to SMP subsequent to Closing under insurance coverage applicable to the TC Business prior to Closing.

Existing Insurance Coverage. At ClosingAs of the Closing Date, Moog the Seller or its Affiliates will cancel ---------------------------- insurance coverage applicable to the TC Business Company or the Company Subsidiaries for occurrences (with respect to any "occurrence" policies) or claims made (with respect to any "claims-made" policies) after the Closing DateDate (other than insurance policies in the name of the Company Subsidiaries); PROVIDEDprovided, HOWEVERhowever, that the remaining insurance coverage shall be available to SMP the Buyer, the Company and the Company Subsidiaries with respect to insured occurrences or claims made series of occurrences relating to the TC Company, the Company Subsidiaries or the Business on or prior to the Closing Date, if and only to the extent that SMP the Buyer or the Company has assumed or paid the loss or liability attributed to such occurrences. If, If after the Closing, Moog the Seller actually receives from an insurer cash proceeds (excluding any return of premium or reimbursed attorneys or investigation or other fees) attributable to such insurance coverage with respect to any insured occurrences or any series of occurrences on or prior to the Closing Date or any claims that were asserted on or prior to the Closing Date, then such cash proceeds shall be paid to SMP the Buyer net of any deductible, co-payment, retro fees, self-insured premiums, defense costs or other charges paid or payable to the insurance carrier or obligations to reimburse the insurance carrier for which Moog the Seller (or any of its Affiliates) is liable, to the extent that SMP the Buyer or the Company has assumed or paid the loss or liability attributed to such occurrence or series of occurrences. SMP The Buyer shall reimburse Moog the Seller for any administrative costs, retro fees, premiums, self-insured or deductible loss costs or other expenses that Moog the Seller is charged after the Closing by such insurance carrier relating to claims paid to SMP subsequent to Closing under insurance coverage applicable to the TC Business Company or the Company Subsidiaries prior to Closing.. A-33 38 5.21 Certain Obligations. "Seller's Company Obligations" shall mean any obligation, commitment, liability or responsibility of the Seller, its Affiliates or their Predecessors (whether or not also an obligation, commitment, liability, or responsibility of or claim against, in whole or in part, the Company, the U.K. Sub or the Pipeline Sub), arising, undertaken or created before the Closing Date in connection with, on behalf of or for the benefit of any Cameron Entity, or arising from the conduct of the Business, including without limitation (i) any consulting, employment or severance agreements, guarantees, letters of credit, performance bonds, or indemnities, or obligations or indemnities to officers or directors of any Cameron Entity, (ii) any agreements with any transferors to the Seller, its Affiliates, or their Predecessors, of any assets of any Cameron Entity or of the Business, (iii) any labor or collective bargaining agreements relating to any Cameron Entity, (iv) any contracts with any Governmental Entity relating to any Cameron Entity, (v) any sales or purchase agreements relating to any Cameron Entity, (vi) any leases of real or personal property relating to any Cameron Entity, and (vii) any other agreements or commitments relating to any Cameron Entity under which the Seller, its Affiliates or Predecessors will have any liability after the Closing Date; provided, however, that the Seller's Company Obligations shall exclude the matters that the Seller is required to indemnify pursuant to Section 5.22(b) or Section 5.22(f). The Company expressly agrees that it shall assume the Seller's Company Obligations, effective on the Closing Date, and shall thereafter discharge the same in accordance with their terms. 5.22

Existing Insurance Coverage. At Closing, Moog will cancel ---------------------------- insurance Insurance coverage applicable to the TC Business for occurrences or claims made after the Closing Date; PROVIDED, HOWEVER, that the remaining insurance coverage shall be available to SMP the Buyer with respect to insured occurrences or claims made relating to the TC Business on or prior to the Closing Date, if and only to the extent that SMP the Buyer has assumed or paid the loss or liability attributed to such occurrences. If, after the Closing, Moog the Seller actually receives from an insurer cash proceeds (excluding any return of premium or reimbursed attorneys or investigation or other fees) attributable to such insurance coverage with respect to any insured occurrences or any series of occurrences on or prior to the Closing Date or any claims that were asserted on or prior to the Closing Date, then such cash proceeds shall be paid to SMP the Buyer net of any deductible, co-payment, retro fees, self-insured premiums, defense costs or other charges paid or payable to the insurance carrier or obligations to reimburse the insurance carrier for which Moog the Seller is liable, to the extent that SMP the Buyer has assumed or paid the loss or liability attributed to such occurrences. SMP The Buyer shall reimburse Moog the Seller for any administrative costs, retro fees, premiums, self-insured or deductible loss costs or other expenses that Moog the Seller is charged after the Closing by such insurance carrier relating to claims paid to SMP the Buyer subsequent to Closing under insurance coverage and applicable to the TC Business prior to Closing.