From and after the Closing, each Acquired Company shall cease to be insured by Seller or any of Seller’s Affiliates’ current claims-made insurance policies or programs or by any of their current claims-made self-insured programs, and, except as otherwise set forth in this [Section 6.7], neither Buyer, the Acquired Companies nor their respective Affiliates shall have any access, right, title or interest to or in any such claims-made insurance policies, programs or self-insured programs (including to all claims and rights to make claims and all rights to proceeds) to cover any assets of any Acquired Company or any Liability arising from the operation of the business of the Acquired Companies. Seller or any of its Affiliates may amend any insurance policies and ancillary arrangements in the manner it deems appropriate to give effect to this [Section 6.7]. From and after the Closing, Buyer shall be responsible for securing all insurance with respect to the operation of the Acquired Companies, provided that Seller shall continue to maintain the Acquired Companies as named insureds or loss payees on all historical occurrence-based policies with respect to the period prior to the date hereof.

Notwithstanding [Section 6.7(a)], with respects to acts, omissions, events or circumstances relating to the Acquired Companies that occurred or existed prior to the Closing that are covered by occurrence-based insurance policies of Seller or any of its Affiliates under which an Acquired Company is an insured prior to Closing, Seller and its Affiliates shall make such claims for coverage as reasonably requested by Buyer or any Acquired Company and use commercially reasonable efforts to cooperate with Buyer in connection with any such claim for coverage and the receipt of insurance proceeds on behalf of an Acquired Company, subject to the terms and conditions of such occurrence-based policies and this Agreement, to the extent such coverage and limits are available. Buyer shall promptly repay or reimburse Seller and its Affiliates, or cause Seller and its Affiliates to be promptly repaid or reimbursed, for all costs and expenses incurred by Seller and its Affiliates in collecting such proceeds, including the amount of any deductibles and self-insured retentions associated with any such claims made by Seller or any of its Affiliates under such occurrence-based policies, and Buyer and its Affiliates (including the Acquired Companies) shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of such claims. For the avoidance of doubt, from and after the Closing, none of Buyer or the Acquired Companies shall have any right to directly make claims or seek coverage under any of the insurance policies provided or made available to the Acquired Companies by Seller or any of its Affiliates.