case of the Administrative
Services Agreement between Seller and AIMCOR DE dated June 1, 1998), entered
into on commercially reasonable terms and conditions based on those business and
financial terms and conditions then available in comparable bona fide
arms-length transactions with non-affiliated persons.
5.11
Insurance.
(A)
SUBJECT TO CLAUSE (B) BELOW, EFFECTIVE ON
AND AFTER THE CLOSING DATE, THE SELLER SHALL HAVE NO OBLIGATION TO PROVIDE
INSURANCE COVERAGE FOR THE SOLD COMPANIES, THE VENTURE ENTITIES AND THE
SUBSIDIARIES FOR OCCURRENCES AFTER THE CLOSING DATE.
AFTER THE CLOSING DATE,
ANY THIRD PARTY ADMINISTRATOR WHO ADMINISTERED CLAIMS PRIOR TO THE CLOSING DATE
SHALL CONTINUE TO ADMINISTER FOR THE BENEFIT OF THE SOLD COMPANIES AND THE
SUBSIDIARIES, AS TO OCCURRENCES PRIOR TO THE CLOSING DATE, ALL SUCH INSURANCE
PROGRAMS IN ACCORDANCE WITH THE TERMS AND CONDITIONS IN EFFECT ON THE DATE
HEREOF.
THE SOLD COMPANIES AND THE SUBSIDIARIES WILL BE LIABLE FOR AND WILL PAY
ALL ADDITIONAL ASSOCIATED COSTS THAT ARE CHARGED BY SUCH THIRD PARTY
ADMINISTRATOR WITH RESPECT TO ADMINISTRATIVE ACTIVITIES RELATED TO THE RIGHTS OF
THE SOLD COMPANIES AND THE SUBSIDIARIES UNDER THIS AGREEMENT.
IF AFTER CLOSING
EITHER PARTY REQUESTS FROM THE OTHER PARTY CLAIMS DATA, PAYROLL OR OTHER
INFORMATION REASONABLY REQUIRED IN ORDER TO MAKE ANY FILINGS WITH ANY INSURANCE
COMPANIES OR ASSOCIATIONS OR TO RENEW (OR APPLY FOR THE RENEWAL) OF ANY
INSURANCE PROGRAMS, THE OTHER PARTY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
COMPLY AS PROMPTLY AS PRACTICABLE WITH SUCH REQUEST.
(B)
THE SELLER SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS, SUBJECT TO THE CONSENT OF THE UNDERWRITERS OF SUCH POLICIES,
TO HAVE, AS OF OR AS SOON AS REASONABLY PRACTICABLE IMMEDIATELY FOLLOWING THE
CLOSING, THE BUYER NAMED AS THE INSURED UNDER ANY INSURANCE POLICIES UNDER WHICH
THE SELLER CURRENTLY IS NAMED AS THE INSURED THAT COVERS EXCLUSIVELY THE
BUSINESS OR OTHER ACTIVITIES OF ANY OF THE SOLD COMPANIES AND THE SUBSIDIARIES.
48
5.12
Update.
(A)
EACH OF THE BUYER AND THE SELLER SHALL
NOTIFY THE OTHER PARTY IN WRITING OF ANY BREACH OF ANY REPRESENTATIONS,
WARRANTIES, COVENANTS OR AGREEMENTS MADE RESPECTIVELY BY BUYER OR SELLER IN THIS
AGREEMENT PROMPTLY UPON ACQUIRING KNOWLEDGE THEREOF, PROVIDED THAT THE SELLER
SHALL NOT BE OBLIGED TO NOTIFY THE BUYER OF ANY BREACH BY THE BUYER OF SECTION
4.6, SECTION 5.3, SECTION 8.1 OR SECTION 8.2 OR ANY BREACH BY THE BUYER OF
SECTION 5.5(A) RELATING TO THE SUBJECT MATTER OF ANY OF THE FOREGOING SECTIONS.
(B)
EXCEPT TO THE EXTENT THE BUYER OR THE SELLER
HAS THE RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 10.1(B) OR (D) BY
REASON OF A BREACH OF A REPRESENTATION, WARRANTY, COVENANT OR OTHER AGREEMENT
(EXCLUDING SECTION 5.3) OF WHICH IT HAS BEEN NOTIFIED PURSUANT TO SECTION
5.12(A) AND EXERCISES THAT RIGHT (AND WITHOUT LIMITATION OF ANY CLAIM, RIGHT OR
REMEDY OF THE TERMINATING PARTY BASED UPON OR RELATING TO SUCH TERMINATION), ANY
WRITTEN NOTICE GIVEN BY EITHER PARTY PURSUANT TO SECTION 5.12 WILL BE DEEMED,
EXCEPT IN THE CASE OF A BREACH BY THE BUYER