Allocation of Insurance Proceeds; Cooperation. Except as otherwise provided in Article III, the parties shall use reasonable efforts to ensure that Insurance Proceeds received with respect to claims, costs and expenses under the Insurance Policies shall be paid to RemainCo with respect to RemainCo Group Liabilities and to SpinCo with respect to the SpinCo Group Liabilities.
Allocation of Insurance Proceeds; Cooperation. Except as otherwise provided in Section 3.4, the parties shall use reasonable best efforts to ensure that Insurance Proceeds received with respect to claims, costs, and expenses under the Insurance Policies shall be paid to Parent with respect to Parent Liabilities and to Enova with respect to the Enova Liabilities.
Allocation of Insurance Proceeds; Cooperation. Except as otherwise provided in Section 3.13, the parties shall use reasonable efforts to ensure that Insurance Proceeds received with respect to claims, costs and expenses under the Insurance Policies shall be paid to Altria with respect to Altria Liabilities and to Kraft with respect to the Kraft Liabilities.
Allocation of Insurance Proceeds; Cooperation. Except as otherwise provided in Section 3.4, the parties shall use reasonable best efforts to ensure that Insurance Proceeds received with respect to claims, costs, and expenses under the Insurance Policies shall be paid to Forest with respect to Forest Liabilities and to Lone Pine with respect to the Lone Pine Liabilities.
Allocation of Insurance Proceeds; Cooperation. (a) Except as otherwise provided in Section 5.3, Insurance Proceeds received with respect to claims, costs and expenses under the Insurance Policies shall be paid to CSC with respect to CSC Liabilities and to Spinco with respect to the Spinco Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from the Insurance Policies will be made to the appropriate party upon receipt from the insurance carrier.
(b) Each of the parties hereto agrees to use reasonable efforts to maximize available coverage under the Insurance Policies for all Insured Claims whether or not such party is the expected beneficiary of Insurance Proceeds under such Insurance Policies in respect of such Insured Claim. As part of such efforts to maximize insurance coverage, each party agrees to take reasonable steps to recover such amounts as are or might be due from all other responsible parties in respect of an Insured Claim, including but not limited to Insured Claims as to which coverage limits under the Insurance Policies would be or would have been exceeded as a result of such Insured Claim and whether or not such party is expected to benefit directly from such efforts.
(c) Where CSC Liabilities and Spinco Liabilities, as applicable, are covered under the same Insurance Policies for periods prior to the Distribution Date, or covering claims made after the Distribution Date with respect to an event or an occurrence prior to the Distribution Date, then the CSC Group and the Spinco Group may claim coverage for Insured Claims under such Insurance Policies as and to the extent that such insurance is available up to the full extent of the applicable limits of liability or other coverage of such Insurance Policies and subject to payment of any deductible, co-insurance amounts or retentions by the party making the claim. Each party may receive Insurance Proceeds in respect of its Insured Claims as and when payable under the terms of the applicable Insurance Policies without regard to the relative amount of deductible paid by either party after the Distribution Date with respect to an Insured Claim for a Liability for which such party was responsible or the amount of such Insurance Proceeds paid to either Group after the Distribution Date with respect to its respective Liabilities. In the event that the aggregate limits on any Insurance Policy are exceeded by the aggregate of paid Insured Claims, there shall be no allocation of previously paid deductibl...
Allocation of Insurance Proceeds; Cooperation. (a) The Parties shall use reasonable efforts to insure that Insurance Proceeds received with respect to claims, costs and expenses under the Insurance Policies shall be paid to the Company with respect to all Insured Claims other than Insured Buyer Claims and to the Buyer with respect to all Insured Buyer Claims. In addition, any deductible shall be incurred by either party in proportion to the related Insurance Proceeds received by such Party.
(b) With respect to policies that provide insurance against liability to third parties, each party agrees that it will not, without the prior written consent of the other Party (which shall not be unreasonably withheld, delayed or conditioned), collect from the insurer on claims otherwise payable to it, more than the percentage, arrived at as provided in the next sentence, of the aggregate limits of liability provided by each such policy. For each such Insurance Policy that is related to the Purchased Assets, Assumed Liabilities, the Business, or any Available Employee, the Parties will agree on the percentages referred to in the previous sentence based on the loss history under that policy and such other factors as they may reasonably consider
Allocation of Insurance Proceeds; Cooperation. Insurance Proceeds received with respect to claims, costs and expenses under the Insurance Policies shall be paid to General Signal with respect to General Signal Liabilities which are Insured Claims under the General Signal Combined Policies and to Networks with respect to the Networks Liabilities which are Insured Claims under the General Signal Combined Policies. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from the Insurance Policies will be made to the appropriate party upon receipt from the insurance carrier. In the event of the exhaustion of coverage under any General Signal Combined Policy, General Signal and Networks shall allocate Insurance Proceeds equitably based upon the bona fide claims of the General Signal Group and the Networks Group, respectively. The parties hereto agree to use their reasonable efforts to cooperate with respect to insurance matters.
Allocation of Insurance Proceeds; Cooperation. (a) Except as otherwise provided in Section 4.03(c), Insurance Proceeds received with respect to claims, costs and expenses under the Insurance Policies shall be paid to Monsanto with respect to Monsanto Liabilities and to Chemicals with respect to the Chemicals Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from the Insurance Policies will be made to the appropriate party upon receipt from the insurance carrier.
(b) Each of the parties hereto agree to use commercially reasonable efforts to maximize available coverage under the Insurance Policies for all Insured Claims whether or not such party is the expected beneficiary of Insurance Proceeds under such Insurance Policies in respect of such Insured Claim. As part of such efforts to maximize insurance coverage, each party agrees to take all commercially reasonable steps to recover such amounts as are or might be due from all other responsible parties in respect of an Insured Claim, including but not limited to Insured Claims as to which coverage limits under the Insurance Policies would be or would have been exceeded as a result of such Insured Claim and whether or not such party is expected to benefit directly from such efforts.
(c) Where Monsanto Liabilities and Chemicals Liabilities, as applicable, are covered under the same Insurance Policies for
Allocation of Insurance Proceeds; Cooperation. Insurance Proceeds received with respect to claims, costs and expenses under the Insurance Policies shall be paid to Viad with respect to Viad Liabilities that are Insured Claims under the Viad Policies and to MoneyGram with respect to the MoneyGram Liabilities that are Insured Claims under the Viad Policies. Payment of the allocable portions of the Insurance Proceeds resulting from the Liability Policies shall be made to the appropriate party upon receipt from the insurer. In the event of the exhaustion of coverage under any Viad Policy, Viad and MoneyGram shall allocate Insurance Proceeds equitably based upon the bona fide claims of the Viad Group and the MoneyGram Group, respectively. The parties agree to use commercially reasonable efforts to fully cooperate with respect to insurance matters.
Allocation of Insurance Proceeds; Cooperation. (a) Except as otherwise provided in Section 3.03(c), the parties shall use reasonable efforts to ensure that Insurance Proceeds received with respect to claims, costs and expenses under the Insurance Policies shall be paid to Pharmacia with respect to Pharmacia Liabilities and to Monsanto with respect to the Monsanto Liabilities.
(b) In the case of any Shared Contingent Liability, any Insurance Proceeds or other amounts actually received, realized or recovered by any party in respect of the Shared Contingent Liability will be shared between the parties in such manner as may be necessary so that the obligations of the parties for such Shared Contingent Liability, net of such Insurance Proceeds or other amounts, will remain in proportion to their respective Share Percentages, regardless of which party or parties may actually receive, realize or recover such Insurance Proceeds or other amounts.
