Common use of Administration Other Matters Clause in Contracts

Administration Other Matters. (a) ADMINISTRATION. From and after the Distribution Date, IMS shall be responsible for (i) Insurance Administration of the Shared Policies and (ii) Claims Administration under such Shared Policies with respect to IMS Liabilities and ST Liabilities; PROVIDED that the assumption of such responsibilities by IMS is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Policies as contemplated by the terms of this Agreement; PROVIDED FURTHER that IMS’ assumption of the administrative responsibilities for the Shared Policies shall not relieve the party submitting any Insured Claim of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such party’s authority to settle any such Insured Claim within any period permitted or required by the relevant Policy; and PROVIDED FURTHER that all direct or indirect communication with insurers relating to the Shared Policies shall be conducted by IMS. IMS may discharge its administrative responsibilities under this Section 7.3 by contracting for the provision of services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Shared Policies to the extent such defense costs are not covered under such Policies and shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective Insured Claims under Shared Policies. The disbursements, out-of-pocket expenses and direct and indirect costs of employees or agents of IMS relating to Claims Administration and Insurance Administration contemplated by this Section 7.3(a) shall be for ST’s account if they relate to ST Liabilities and for IMS’ account if they relate to IMS Liabilities. (b) EXCEEDING POLICY LIMITS. Except as set forth in this Section 7.3(b), IMS and ST shall not be liable to one another for claims not reimbursed by insurers for any reason not within the control of IMS or ST, as the case may be, including, without limitation, coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by IMS or ST or any defect in such claim or its processing, PROVIDED that ST shall be responsible for the amount of the difference, if any, between the deductible set forth in any Shared Policy and the deductible allocable to IMS as set forth in Schedule 7.3(b) hereto. (c) ALLOCATION OF INSURANCE PROCEEDS. Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid to IMS, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to ST with respect to ST Liabilities and to IMS with respect to IMS Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by IMS to the appropriate party upon receipt from the insurance carrier. In the event that the aggregate limits on any Shared Policies are exceeded by the aggregate of outstanding Insured Claims by both of the parties hereto, the parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which were covered under such Shared Policy (their “allocable portion of Insurance Proceeds”), and any party who has received Insurance Proceeds in excess of such party’s allocable portion of Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of Insurance Proceeds pursuant hereto. Each of the parties agrees to use commercially reasonable efforts to maximize available coverage under those Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

Administration Other Matters. (a) ADMINISTRATION. From and after the Distribution DateTime of Distribution, IMS SNFCo shall be responsible for (i) Insurance Administration of the Shared Company Policies and (ii) Claims Administration under such Shared Company Policies with respect to IMS Institutional Pharmacy Liabilities and ST Liabilities; PROVIDED Skilled Nursing Liabilities that relate to claims asserted prior to the assumption Distribution Date and SNFCo shall be responsible for any premiums, deductibles and retentions in respect of such responsibilities Company Policies and the cost of any such claims shall be the sole responsibility and obligation of SNFCo including, without limitation, claims (and related costs and expenses) that exceed the limits of the applicable Company Policy or where the limits of the applicable Company Policy have been exhausted, and any resulting actuarial gains or losses shall inure solely to SNFCo. From and after the Time of Distribution, GranCare shall file with SNFCo all claims asserted subsequent to the Time of Distribution that relate to occurrences prior to the Time of Distribution arising out of or in connection with the Institutional Pharmacy Business and SNFCo shall be responsible for notifying the appropriate insurance carrier and providing GranCare with copies of all correspondence relating to such notification. Thereafter, GranCare shall be responsible for Claims Administration relating to all such claims wherein SNFCo shall not be named as a co-defendant and GranCare shall provide SNFCo with copies of all correspondence, documents and other materials that may be material to an understanding by IMS is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim SNFCo of a named insured under the status of such Policies as contemplated by the terms of this Agreementclaims; PROVIDED FURTHER it being expressly acknowledged and agreed that IMS’ assumption SNFCo's retention of the administrative responsibilities for submitting notices of claims under the Shared appropriate Company Policies shall not relieve the party submitting any Insured Claim GranCare of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such party’s authority to settle any such Insured Claim within any period permitted or required by the relevant Policy; and PROVIDED FURTHER that all direct or indirect communication with insurers relating manner. Subject to the Shared Policies shall be conducted by IMS. IMS may discharge its administrative responsibilities under this Section 7.3 by contracting for the provision indemnification provisions of services by independent parties. Each Article III, each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Shared Company Policies to the extent such defense costs are not covered under such Company Policies and shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective Insured Claims under Shared Company Policies. The disbursements, out-of-pocket expenses and direct and indirect costs of employees or agents of IMS relating to Claims Administration and Insurance Administration contemplated by this Section 7.3(a) shall be for ST’s account if they relate to ST Liabilities and for IMS’ account if they relate to IMS Liabilities. (b) EXCEEDING POLICY LIMITS. Except as set forth in this Section 7.3(b), IMS and ST shall not be liable to one another for claims not reimbursed by insurers for any reason not within the control of IMS or ST, as the case may be, including, without limitation, coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by IMS or ST or any defect in such claim or its processing, PROVIDED that ST shall be responsible for the amount of the difference, if any, between the deductible set forth in any Shared Policy and the deductible allocable to IMS as set forth in Schedule 7.3(b) hereto. (c) ALLOCATION OF INSURANCE PROCEEDS. Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid to IMS, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to ST with respect to ST Liabilities and to IMS with respect to IMS Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by IMS to the appropriate party upon receipt from the insurance carrier. In the event that the aggregate limits on any Shared Policies are exceeded by the aggregate of outstanding Insured Claims by both of the parties hereto, the parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which were covered under such Shared Policy (their “allocable portion of Insurance Proceeds”), and any party who has received Insurance Proceeds in excess of such party’s allocable portion of Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of Insurance Proceeds pursuant hereto. Each of the parties agrees to use commercially reasonable efforts to maximize available coverage under those Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

Administration Other Matters. (a) ADMINISTRATION. From and after the Distribution Date, IMS IMPCO shall be responsible for (i) Insurance Administration of the Shared Policies and (ii) Claims Administration under such Shared Policies with respect to IMS Liabilities Insured Claims of IMPCO and ST LiabilitiesInsured Claims of Quantum; PROVIDED provided that the assumption of such responsibilities by IMS IMPCO is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Policies as contemplated by the terms of this Agreement; PROVIDED FURTHER provided further that IMS’ IMPCO's assumption of the administrative responsibilities for the Shared Policies shall not relieve the party submitting any Insured Claim of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such party’s 's authority to settle any such Insured Claim within any period permitted or required by the relevant Policy; and PROVIDED FURTHER provided further that all direct or indirect communication with insurers relating to the Shared Policies shall be conducted by IMSIMPCO. IMS IMPCO may discharge its administrative responsibilities under this Section 7.3 8.2 by contracting for the provision of services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Shared Policies to the extent such defense costs are not covered under such Policies and shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective Insured Claims under Shared Policies. The disbursements, out-of-pocket expenses and direct and indirect costs of employees or agents of IMS IMPCO relating to Claims Administration and Insurance Administration contemplated by this Section 7.3(a8.2(a) shall be for ST’s Quantum's account if they relate to ST Liabilities Insured Claims of Quantum and for IMS’ IMPCO's account if they relate to IMS Liabilities. (b) EXCEEDING POLICY LIMITS. Except as set forth in this Section 7.3(b), IMS and ST shall not be liable to one another for claims not reimbursed by insurers for any reason not within the control of IMS or ST, as the case may be, including, without limitation, coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by IMS or ST or any defect in such claim or its processing, PROVIDED that ST shall be responsible for the amount of the difference, if any, between the deductible set forth in any Shared Policy and the deductible allocable to IMS as set forth in Schedule 7.3(b) hereto. (c) ALLOCATION OF INSURANCE PROCEEDS. Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid to IMS, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to ST with respect to ST Liabilities and to IMS with respect to IMS Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by IMS to the appropriate party upon receipt from the insurance carrier. In the event that the aggregate limits on any Shared Policies are exceeded by the aggregate of outstanding Insured Claims by both of the parties hereto, the parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which were covered under such Shared Policy (their “allocable portion of Insurance Proceeds”), and any party who has received Insurance Proceeds in excess of such party’s allocable portion of Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of Insurance Proceeds pursuant hereto. Each of the parties agrees to use commercially reasonable efforts to maximize available coverage under those Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured ClaimIMPCO.

Administration Other Matters. (a) ADMINISTRATION. From and after the Distribution DateSeparation Time, IMS except as set forth in Section 7.2(c), U S WEST shall be responsible for (i) Insurance Administration of under the Shared Policies and (ii) Claims Administration under such Shared Policies Joint Insurance Arrangements with respect to IMS MediaOne Liabilities and ST Liabilities; PROVIDED that the assumption of such responsibilities by IMS is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Policies as contemplated by the terms of this Agreement; PROVIDED FURTHER that IMS’ assumption of the administrative responsibilities for the Shared Policies shall not relieve the party submitting any Insured Claim of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such party’s authority to settle any such Insured Claim within any period permitted or required by the relevant Policy; and PROVIDED FURTHER that all direct or indirect communication with insurers relating to the Shared Policies shall be conducted by IMS. IMS may discharge its administrative responsibilities under this Section 7.3 by contracting for the provision of services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Shared Policies to the extent such defense costs are not covered under such Policies and New U S WEST shall be responsible for obtaining or reviewing Insurance Administration under the appropriateness of releases upon settlement of its respective Insured Claims under Shared PoliciesJoint Insurance Arrangements with respect to New U S WEST Liabilities. The disbursements, out-of-pocket expenses and direct and indirect costs of employees or agents of IMS U S WEST or New U S WEST relating to Claims Administration and Insurance Administration contemplated by this Section 7.3(a7.2(a) shall be for ST’s account if they relate to ST Liabilities and for IMS’ account if they relate to IMS Liabilities. (b) EXCEEDING POLICY LIMITS. Except as set forth in this Section 7.3(b), IMS and ST shall not be liable to one another for claims not reimbursed borne by insurers for any reason not within the control of IMS party incurring such expenses or ST, as the case may be, including, without limitation, coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by IMS or ST or any defect in such claim or its processing, PROVIDED that ST shall be responsible for the amount of the difference, if any, between the deductible set forth in any Shared Policy and the deductible allocable to IMS as set forth in Schedule 7.3(b) hereto. (c) ALLOCATION OF INSURANCE PROCEEDScosts. Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies Joint Insurance Arrangements shall be paid by the Insurer to IMSthe party making the Insured Claim thereunder. In the event U S WEST or New U S WEST makes an Insured Claim under a Joint Insurance Arrangement, which such party shall thereafter administer deliver notice to the Shared Policies by paying other party of such Insured Claim and shall keep the other party periodically updated as to the status of such Insured Claim. (b) From and after the Separation Time, subject to Section 7.2(c), each of U S WEST and New U S WEST shall have the right to claim coverage for Insured Claims under each Joint Insurance Proceeds, as appropriate, to ST Arrangement with respect to ST Liabilities any claim covered by such Joint Insurance Arrangement as and to IMS the extent that such insurance is available up to the full extent of the applicable limits of liability, if any, of 50 such Joint Insurance Arrangement (and may receive any Insurance Proceeds with respect thereto); PROVIDED, HOWEVER, that, prior to making any Insured Claim under a Joint Insurance Arrangement, U S WEST or New U S WEST, as the case may be, shall be required to have retained a portion of the Liability underlying such Insured Claim equal to the amount of the self-insured retention or deductible, if any, of such party with respect to IMS Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by IMS to the appropriate party upon receipt from the insurance carrierLiability. In the event that the aggregate total Insurance Proceeds payable to the U S WEST Group and the New U S WEST Group under a Joint Insurance Arrangement shall have exhausted the limits on of liability, if any, under such Joint Insurance Arrangement, payment of any Shared Policies future claims which are exceeded by the aggregate not reimbursed under such Joint Insurance Arrangement as a result of outstanding Insured Claims by both such exhaustion of the parties hereto, limits of liability shall be the parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage sole responsibility of the total of their bona fide claims which were covered party having liability for such claim under such Shared Policy (their “allocable portion of Insurance Proceeds”), and any party who has received Insurance Proceeds in excess of such party’s allocable portion of Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of Insurance Proceeds pursuant heretoSection 3.4. Each of the parties agrees to use commercially reasonable efforts to maximize available coverage under those Shared Policies Joint Insurance Arrangements applicable to it, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Insured Claim. (c) With respect to any Insured Claim to the extent coverage limits under in respect of a Shared Policy have been exceeded or would Liability, U S WEST and New U S WEST shall share any Insurance Proceeds received in respect of such Insured Claim in the same proportions in which such Shared Liability is shared by U S WEST and New U S WEST. In the event of any such Insured Claim, U S WEST and New U S WEST shall jointly determine which party shall be exceeded as a result responsible for Insurance Administration under the Joint Insurance Arrangements in respect of such Insured Claim. The disbursements, out-of-pocket expenses and costs relating to Insurance Administration contemplated by this Section 7.2(c) shall be borne by the parties in the same proportions in which the Shared Liability underlying such Insured Claim is shared by U S WEST and New U S WEST.

Administration Other Matters. (a) ADMINISTRATION. From and after the Distribution Redemption Date, IMS Circuit City Stores shall be responsible for (i) Insurance Administration of under the Shared Policies and (ii) Claims Administration under such Shared Policies Joint Insurance Arrangements with respect to IMS all liabilities other than the CarMax Group Liabilities and ST Liabilities; PROVIDED that the assumption of such responsibilities by IMS is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Policies as contemplated by the terms of this Agreement; PROVIDED FURTHER that IMS’ assumption of the administrative responsibilities for the Shared Policies shall not relieve the party submitting any Insured Claim of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such party’s authority to settle any such Insured Claim within any period permitted or required by the relevant Policy; and PROVIDED FURTHER that all direct or indirect communication with insurers relating to the Shared Policies shall be conducted by IMS. IMS may discharge its administrative responsibilities under this Section 7.3 by contracting for the provision of services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Shared Policies to the extent such defense costs are not covered under such Policies and Spincos shall be responsible for obtaining or reviewing Insurance Administration under the appropriateness of releases upon settlement of its respective Insured Claims under Shared PoliciesJoint Insurance Arrangements with respect to the CarMax Group Liabilities. The disbursements, out-of-pocket expenses and direct and indirect costs of employees or agents of IMS any party relating to Claims Administration and Insurance Administration contemplated by this Section 7.3(a5.2(a) shall be for ST’s account if they relate to ST Liabilities and for IMS’ account if they relate to IMS Liabilities. (b) EXCEEDING POLICY LIMITS. Except as set forth in this Section 7.3(b), IMS and ST shall not be liable to one another for claims not reimbursed borne by insurers for any reason not within the control of IMS party incurring such expenses or ST, as the case may be, including, without limitation, coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by IMS or ST or any defect in such claim or its processing, PROVIDED that ST shall be responsible for the amount of the difference, if any, between the deductible set forth in any Shared Policy and the deductible allocable to IMS as set forth in Schedule 7.3(b) hereto. (c) ALLOCATION OF INSURANCE PROCEEDScosts. Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies Joint Insurance Arrangements shall be paid by the Insurer to IMSthe party making the Insured Claim thereunder. In the event Circuit City Stores or a Circuit City Subsidiary, which on the one hand, or a Spinco, on the other hand, makes an Insured Claim under a Joint Insurance Arrangement, such party shall thereafter administer deliver notice to the Shared Policies by paying other party of such Insured Claim and shall keep the other party periodically updated as to the status of such Insured Claim. (b) From and after the Redemption Date, Circuit City Stores and the Circuit City Subsidiaries, on the one hand, and each of the Spincos, on the other hand, shall have the right to claim coverage for Insured Claims under each Joint Insurance Proceeds, as appropriate, to ST Arrangement with respect to ST Liabilities any claim covered by such Joint Insurance Arrangement as and to IMS the extent that such insurance is available up to the full extent of the applicable limits of liability, if any, of such Joint Insurance Arrangement (and may receive any Insurance Proceeds with respect thereto); provided, however, that, prior to making any Insured Claim under a Joint Insurance Arrangement, Circuit City Stores, a Circuit City Subsidiary or a Spinco, as the case may be, shall be required to have retained a portion of the liability underlying such Insured Claim equal to the amount of the self-insured retention or deductible, if any, of such party with respect to IMS Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by IMS to the appropriate party upon receipt from the insurance carrierliability. In the event that the aggregate total Insurance Proceeds payable to Circuit City Stores and the Circuit City Subsidiaries and the Spincos under a Joint Insurance Arrangement shall have exhausted the limits on of liability, if any, under such Joint Insurance Arrangement, payment of any Shared Policies future claims which are exceeded by the aggregate not reimbursed under such Joint Insurance Arrangement as a result of outstanding Insured Claims by both such exhaustion of the parties hereto, limits of liability under such policy shall be the sole responsibility of the party to which such liability is allocated under the terms of this Agreement. The parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which were covered under such Shared Policy (their “allocable portion of Insurance Proceeds”), and any party who has received Insurance Proceeds in excess of such party’s allocable portion of Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of Insurance Proceeds pursuant hereto. Each of the parties agrees to use commercially reasonable efforts to maximize available coverage under those Shared Policies Joint Insurance Arrangements applicable to it, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claimmade thereunder.

Administration Other Matters. (a) ADMINISTRATION. From Except as otherwise provided in Section 7.02 hereof, from and after the Distribution Effective Date, IMS the Company shall be responsible for (i) Insurance Administration of of, and Claims Administration under, the Shared Policies and (ii) Claims Administration under such Shared Policies with respect to IMS Liabilities and ST LiabilitiesPolicies; PROVIDED provided that the assumption retention of such responsibilities by IMS the Company is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Policies as contemplated by the terms of this AgreementPlan of Reorganization; PROVIDED FURTHER and provided further that IMS’ assumption the Company's retention of the administrative responsibilities for the Shared Policies shall not relieve the party Strategix, when submitting any Insured Claim Claim, of the primary its responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such party’s Strategix's authority to settle any such Insured Claim within any period permitted or required by the relevant Policy; and PROVIDED FURTHER that all direct or indirect communication with insurers relating to the Shared Policies shall be conducted by IMS. IMS The Company may discharge its administrative responsibilities under this Section 7.3 7.03 by contracting for the provision of services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Shared Policies to the extent such defense costs are not covered under such Policies and shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective Insured Claims under Shared Policies. The disbursements, out-of-pocket expenses and direct and indirect costs of employees or agents of IMS relating to Claims Administration and Insurance Administration contemplated by this Section 7.3(a) shall be for ST’s account if they relate to ST Liabilities and for IMS’ account if they relate to IMS Liabilities. (b) EXCEEDING POLICY LIMITS. Except as set forth in this for Losses that are subject to the indemnification provisions of Section 7.3(b)7.02, IMS the Company and ST Strategix shall not be liable to one another for claims not reimbursed by insurers for any reason not within the control of IMS the Company or STStrategix, as the case may be, including, without limitation, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by IMS the Company or ST Strategix or any defect in such claim or its processing, PROVIDED that ST shall be responsible for the amount of the difference, if any, between the deductible set forth in any Shared Policy and the deductible allocable to IMS as set forth in Schedule 7.3(b) hereto. (c) ALLOCATION OF INSURANCE PROCEEDS. Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid to IMS, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to ST with respect to ST Liabilities and to IMS with respect to IMS Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by IMS to the appropriate party upon receipt from the insurance carrier. In the event that the aggregate limits on any Shared Policies are exceeded by the aggregate of outstanding Insured Claims filed by both of the parties heretohereto with respect to the period of coverage under such Shared Policy, the parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which that were covered under such Shared Policy with respect to such coverage period (their “the "allocable portion of Insurance Proceeds”insurance proceeds"), and any party who has received Insurance Proceeds in excess of such party’s 's allocable portion of such Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of such Insurance Proceeds pursuant hereto. Each of the parties agrees to use commercially reasonable efforts to maximize available coverage under those the Shared Policies applicable to itPolicies, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim. (d) In the event that each party has bona fide claims under any Shared Policy for which a deductible is payable with respect to the period of coverage under such Shared Policy, the parties agree that the aggregate amount of the deductible paid shall be borne by the parties in the same proportion that the Insurance Proceeds received by each such party with respect to such coverage period bears to the total Insurance Proceeds received under the applicable Shared Policy (the "allocable share of the deductible"), and any party that has paid more than such share of the deductible shall be entitled to receive from the other party an appropriate amount such that each party has borne its allocable share of the deductible pursuant hereto. For purposes of this paragraph 7.03(d), the amount of the relevant deductible under any Shared Policy shall be that set forth in Schedule 7.03(d) hereto. ----------------

Administration Other Matters. (a) ADMINISTRATION. From Except as otherwise provided in Section 9.02 hereof, from and after the Distribution Date, IMS the Company shall be responsible for (i) Insurance Administration of of, and Claims Administration under, the Shared Policies and (ii) Claims Administration under such Shared Policies with respect to IMS Liabilities and ST LiabilitiesPolicies; PROVIDED provided that the assumption retention of such responsibilities by IMS the Company is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Policies as contemplated by the terms of this Agreement; PROVIDED FURTHER and provided further that IMS’ assumption the Company's retention of the administrative responsibilities for the Shared Policies shall not relieve the party Spinco, when submitting any Insured Claim Claim, of the primary its responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such party’s Spinco's authority to settle any such Insured Claim within any period permitted or required by the relevant Policy; and PROVIDED FURTHER that all direct or indirect communication with insurers relating to the Shared Policies shall be conducted by IMS. IMS The Company may discharge its administrative responsibilities under this Section 7.3 9.03 by contracting for the provision of services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Shared Policies to the extent such defense costs are not covered under such Policies and shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective Insured Claims under Shared Policies. The disbursements, Spinco shall reimburse the Company for its reasonable out-of-pocket expenses and direct and indirect costs of employees or agents of IMS the Company relating to Claims Administration and Insurance Administration contemplated by this Section 7.3(a) shall be for ST’s account if they relate to ST Liabilities and for IMS’ account if they relate to IMS Liabilities9.03(a). (b) EXCEEDING POLICY LIMITS. Except as set forth in this for Losses that are subject to the indemnification provisions of Section 7.3(b)6.02, IMS the Company and ST Spinco shall not be liable to one another for claims not reimbursed by insurers for any reason not within the control of IMS the Company or STSpinco, as the case may be, including, without limitation, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by IMS the Company or ST Spinco or any defect in such claim or its processing, PROVIDED that ST shall be responsible for the amount of the difference, if any, between the deductible set forth in any Shared Policy and the deductible allocable to IMS as set forth in Schedule 7.3(b) hereto. (c) ALLOCATION OF INSURANCE PROCEEDS. Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid to IMS, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to ST with respect to ST Liabilities and to IMS with respect to IMS Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by IMS to the appropriate party upon receipt from the insurance carrier. In the event that the aggregate limits on any Shared Policies are exceeded by the aggregate of outstanding Insured Claims filed by both of the parties heretohereto with respect to the period of coverage under such Shared Policy, the parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which that were covered under such Shared Policy with respect to such coverage period (their “the "allocable portion of Insurance Proceeds”insurance proceeds"), and any party who has received Insurance Proceeds in excess of such party’s 's allocable portion of such Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of such Insurance Proceeds pursuant hereto. Each of the parties agrees to use commercially reasonable efforts to maximize available coverage under those the Shared Policies applicable to itPolicies, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim. (d) In the event that each party has bona fide claims under any Shared Policy for which a deductible is payable with respect to the period of coverage under such Shared Policy, the parties agree that the aggregate amount of the deductible paid shall be borne by the parties in the same proportion that the Insurance Proceeds received by each such party with respect to such coverage period bears to the total Insurance Proceeds received under the applicable Shared Policy (the "allocable share of the deductible"), and any party that has paid more than such share of the deductible shall be entitled to receive from the other party an appropriate amount such that each party has borne its allocable share of the deductible pursuant hereto. For purposes of this paragraph 9.03(d), the amount of the relevant deductible under any Shared Policy shall be that set forth in Schedule 9.03(d) hereto.

Administration Other Matters. (a) ADMINISTRATION. From and after the Distribution Redemption Date, IMS Applera shall be responsible for (i) Insurance Administration of under the Shared Policies and (ii) Claims Administration under such Shared Policies Joint Insurance Arrangements with respect to IMS all Liabilities other than the Celera Group Liabilities and ST Liabilities; PROVIDED that the assumption of such responsibilities by IMS is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Policies as contemplated by the terms of this Agreement; PROVIDED FURTHER that IMS’ assumption of the administrative responsibilities for the Shared Policies shall not relieve the party submitting any Insured Claim of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such party’s authority to settle any such Insured Claim within any period permitted or required by the relevant Policy; and PROVIDED FURTHER that all direct or indirect communication with insurers relating to the Shared Policies shall be conducted by IMS. IMS may discharge its administrative responsibilities under this Section 7.3 by contracting for the provision of services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Shared Policies to the extent such defense costs are not covered under such Policies and Celera shall be responsible for obtaining or reviewing Insurance Administration under the appropriateness of releases upon settlement of its respective Insured Claims under Shared PoliciesJoint Insurance Arrangements with respect to the Celera Group Liabilities. The disbursements, out-of-pocket expenses and direct and indirect costs of employees or agents of IMS any party relating to Claims Administration and Insurance Administration contemplated by this Section 7.3(a) shall be for ST’s account if they relate to ST Liabilities and for IMS’ account if they relate to IMS Liabilities. (b) EXCEEDING POLICY LIMITS. Except as set forth in this Section 7.3(b), IMS and ST shall not be liable to one another for claims not reimbursed borne by insurers for any reason not within the control of IMS party incurring such expenses or ST, as the case may be, including, without limitation, coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by IMS or ST or any defect in such claim or its processing, PROVIDED that ST shall be responsible for the amount of the difference, if any, between the deductible set forth in any Shared Policy and the deductible allocable to IMS as set forth in Schedule 7.3(b) hereto. (c) ALLOCATION OF INSURANCE PROCEEDScosts. Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies Joint Insurance Arrangements shall be paid by the Insurer to IMSthe party making the Insured Claim thereunder. In the event Applera or an Applied Biosystems Subsidiary, which on the one hand, or Celera or a Celera Subsidiary, on the other hand, makes an Insured Claim under a Joint Insurance Arrangement, such party shall thereafter administer deliver notice to the Shared Policies by paying other party of such Insured Claim and shall keep the other party periodically updated as to the status of such Insured Claim. (b) From and after the Redemption Date, Applera and the Applied Biosystems Subsidiaries, on the one hand, and Celera and the Celera Subsidiaries, on the other hand, shall have the right to claim coverage for Insured Claims under each Joint Insurance Proceeds, as appropriate, to ST Arrangement with respect to ST Liabilities any claim covered by such Joint Insurance Arrangement as and to IMS the extent that such insurance is available up to the full extent of the applicable limits of Liability, if any, of such Joint Insurance Arrangement (and may receive any Insurance Proceeds with respect thereto); provided, however, that, prior to making any Insured Claim under a Joint Insurance Arrangement, Applera, Celera, or one of their respective Subsidiaries, as the case may be, shall be required to have retained a portion of the Liability underlying such Insured Claim equal to the amount of the self-insured retention or deductible, if any, of such party with respect to IMS Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by IMS to the appropriate party upon receipt from the insurance carrierLiability. In the event that the aggregate limits on any Shared Policies are exceeded by the aggregate of outstanding Insured Claims by both of the parties hereto, the parties agree to allocate the total Insurance Proceeds received thereunder based upon their respective percentage payable to Applera and the Applied Biosystems Subsidiaries and Celera and the Celera Subsidiaries under a Joint Insurance Arrangement shall have exhausted the limits of the total liability, if any, under such Joint Insurance Arrangement, payment of their bona fide any future claims which were covered are not reimbursed under such Shared Policy (their “allocable portion of Joint Insurance Proceeds”), and any party who has received Insurance Proceeds in excess of such party’s allocable portion of Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of Insurance Proceeds pursuant hereto. Each of the parties agrees to use commercially reasonable efforts to maximize available coverage under those Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded Arrangement as a result of such exhaustion of the limits of liability under such policy shall be the sole responsibility of the party to which such Liability is allocated under the terms of this Agreement. In the event that either party makes an Insured Claim to seek recovery of Insurance Proceeds from any responsible party and such Insured Claim is denied or such party is otherwise unsuccessful in recovering such Insurance Proceeds, the other party, to the extent permissible under Applicable Law and the applicable Joint Insurance Arrangement, shall be subrogated to and shall stand in the place of such party as to any events or circumstances in respect of which such party may have any right in asserting such Insured Claim. Applera and Celera agree to cooperate with each other in a reasonable manner in asserting any subrogated Insured Claim pursuant to this Section 7.3(b).