Common use of Termination of Insurance Coverage Clause in Contracts

Termination of Insurance Coverage. Purchaser acknowledges that, except to the extent provided in this Section 4.11, all insurance coverage for the Company and its Subsidiaries under policies of Seller and its Affiliates (collectively, “Seller Insurance Policies”) shall terminate as of the Closing. Notwithstanding the foregoing, the Company and its Subsidiaries shall remain entitled from and after the Closing to all coverage and other rights under (i) Seller Insurance Policies with respect to any claim, act, omission, event, circumstance, occurrence or loss that occurred or existed prior to the Closing Date (and then only to the extent that such claim, act, omission, event, circumstance, occurrence or loss occurred or existed on or prior to the Closing Date) (a “Pre-Closing Date Event”) and was reported to the applicable insurer in accordance with the provisions of the applicable Seller Insurance Policy prior to the Closing Date and (ii) occurrence-based insurance coverage under Seller Insurance Policies (the “Occurrence-Based Coverage”), in respect of any loss or liability arising from a Pre-Closing Date Event that is insured or potentially insured in whole or in part under any Occurrence-Based Coverage. Seller and its Affiliates shall provide reasonable cooperation, including to the extent necessary by naming Purchaser as additional insured or pursuing claims on behalf of Purchaser, to the Company and its Subsidiaries (at the sole expense of the Company) in the pursuit of any such coverage and other rights (it being understood that such cooperation does not include commencement or prosecution of litigation by Seller against an insurer).