Post-Closing Insurance Sample Clauses

Post-Closing Insurance. In order to provide certain insurance coverage with respect to claims made after the Closing Date that arise out of the operation of Keys, its subsidiaries and affiliates prior to the Closing Date, Buyer agrees to cause Keys, its subsidiaries and affiliates for a period of five years following the Closing to keep in effect the professional liability insurance coverage listed on Schedule 7.8 hereto or to provide Selling Persons with the benefit of replacement insurance coverage (whether through self insurance or otherwise) that is substantially similar in scope and with the same deductible as that maintained by the Keys Group as of the date of this Agreement.

Post-Closing Insurance. For a period of up to 90 days (in the discretion of Purchaser) after the Closing Date, Seller shall maintain insurance with respect to the Assets and the Business at the same levels as prior to the Closing, and Purchaser shall reimburse Seller for Seller’s incremental out-of-pocket costs of such post-Closing insurance.

Post-Closing Insurance. Seller shall have no responsibility for providing insurance covering the Purchased Assets and ▇▇▇▇▇▇ Creek Mine Operations after the Closing. Buyer shall have the sole responsibility to provide insurance covering the Purchased Assets and Buyer’s operations at the Mine Area from and after the Closing Date (“Buyer Operations”).

Post-Closing Insurance. (a) From and after Closing, Seller agrees to reasonably cooperate with Buyer in order to make available to Buyer any insurance coverage carried by Seller in relation to the Assumed Liabilities which covers occurrences prior to Closing (the “Seller Policies”), whether or not claims relating to such occurrences are made prior to or after the Closing. In the event of an occurrence for which coverage may be available under one or more Seller Policies, Seller shall, after consultation with and at the reasonable request of Buyer, submit a claim for such occurrence to the appropriate insurer under the applicable Seller Policy (such claim, a “Covered Claim”). Seller further agrees to (i) provide such commercially reasonable assistance as Buyer may require in order to determine whether a claim is a Covered Claim and (ii) if it is a Covered Claim, use commercially reasonable efforts to pursue such Covered Claim with the applicable insurer (including, if necessary, acting as the direct contact for all purposes with such insurer and using commercially reasonable efforts to pursue such Covered Claim on behalf of and subject to the reasonable direction of Buyer). In consideration thereof, Buyer shall be responsible for paying, and shall reimburse Seller for, (A) all out-of-pocket costs or expenses incurred by Seller and its Subsidiaries in providing such assistance (including, a reasonable charge for wages, salaries, benefits or other overhead expenses associated with the Seller’s own employees in connection with any such Covered Claim) and (B) any letter of credit fees, actuarial fees and other expenses incurred in connection with maintaining from and after the Closing any such Seller Policies with respect to any such Assumed Liabilities or pursuing any Covered Claims, which payments in each case shall be made to Seller within fifteen (15) Business Days of Buyer’s receipt from Seller of a written invoice therefor (together with such supporting documentation as Buyer may reasonably request). For purposes of the foregoing, the liability associated with a Covered Claim, to the extent covered by a Seller Policy, shall be deemed to be an Excluded Liability hereunder solely to the extent necessary to effectively file claims under any such Seller Policy and only to the extent coverage is actually provided, it being acknowledged and agreed that any such matter shall not be an Excluded Liability hereunder for any other purpose (and shall remain for all such purposes an Assumed ...

Post-Closing Insurance. If Seller has any policies of general, excess, umbrella, environmental impairment or pollution insurance with third-party insurance providers (the “Seller Insurance Policies”) that provide coverage in respect of the Assumed Environmental Liabilities, Seller will indemnify Buyer for any Losses incurred by Buyer in respect of the Assumed Environmental Liabilities; provided, however, that such indemnification obligation will be limited to (i) the amount of proceeds actually received by Seller after the Effective Time under the Seller Insurance Policies in respect of the Assumed Environmental Liabilities, less (ii) Seller’s reasonable costs incurred in recovering such proceeds, to the extent allocated by Seller in a fair and equitable manner and otherwise in accordance with Seller’s historical practices to the receipt of the proceeds described in clause (i) of this Section. Seller will use commercially reasonable efforts to maximize the recovery of proceeds after the Effective Time in respect of the Assumed Environmental Liabilities under the Seller Insurance Policies; provided, however, that Seller will not be liable for the failure to recover any specific amount of proceeds, and Seller will be under no obligation to keep any of the Seller Insurance Policies in effect following Closing.

Post-Closing Insurance. For a period of five (5) years after the Closing hereunder, or until Buyer sells the Business to an unrelated third party, Buyer shall maintain general liability insurance on the Business from companies authorized to do business in the State of Missouri with at least Best’s Financial Rating XIII and Best’s Policy Holder Rating B+ with minimum limits per occurrence of $5,000,000 and shall name Seller and its shareholders (collectively the “Indemnified Parties”) as additional insureds on such policies, which policies shall provide primary coverage for any losses suffered by the Indemnified Parties with respect to the Business and/or the Business Assets.

Post-Closing Insurance. For a period of at least eighteen (18) months from the Closing Date, (a) Seller shall maintain its occurrence-based insurance policies relating to workers’ compensation claims and product liability claims arising from products manufactured, sold or designed by Seller prior to the Closing Date in substantially the same form as such policies maintained by Seller immediately prior to the Closing Date, and (b) Buyer shall obtain and maintain occurrence-based insurance relating to workers’ compensation claims and product liability claims arising after the Closing from products manufactured, sold or designed by Seller prior to the Closing Date or by Buyer thereafter with terms of coverage comparable or superior to the terms of coverage of the insurance maintained by Seller immediately prior to the Closing Date. Buyer shall provide Seller with proof of such insurance reasonably satisfactory to Seller; and Seller shall provide Buyer with proof of such insurance reasonably satisfactory to Buyer.

Post-Closing Insurance. At the Closing, except as otherwise provided in the Transition Services Agreement, Buyer shall have in place policies or programs that insure workers’ compensation, the Acquired Assets and the Business against any loss or damage for all periods on and after the Closing.

Post-Closing Insurance. For a period of five (5) years following the Closing Date, the Vendor agrees to maintain in place in respect of the operation of the Business by the Vendor prior to the Closing Date: (a) successor general liability insurance with a limit of $5,000,000; (b) engineering errors and omissions insurance with a limit of $1,000,000; and (c) director and officer liability insurance at levels consistent with prior practice, and that: (i) the Purchaser shall, at all times, be included as an additional insured under such insurance policies; (ii) such insurance policies will include coverage with respect to product liability claims and claims arising out of Vendor completed Projects made on or after the Closing Date and involving products sold by, or manufactured by or on behalf of, and services provided by or for the Business during its operation by the Vendor and any of its Affiliates, and (iii) at the Closing, and upon the Purchaser’s written request at reasonable intervals following the Closing, the Vendor shall provide a certificate of such insurance policies evidencing such coverage and showing the Purchaser as an additional insured.