Common use of Allocation of Insurance Proceeds Clause in Contracts

Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Parent Shared Policies shall be paid directly to the appropriate Person or to Parent, which shall thereafter administer the Parent Shared Policies by paying the Insurance Proceeds, as appropriate, to Parent with respect to Parent Liabilities and to SpinCo with respect to the SpinCo Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by Parent to the appropriate Person upon receipt from the insurance carrier. In the event that the applicable limits on any particular Parent Shared Policy are exceeded by the amount of outstanding Insured Claims by the relevant parties hereto, such parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims (measured as of the date costs related to such bona fide claims were incurred, such incurrence to be measured, (i) in the case of fees and expenses incurred for services performed that are attributable to the defense or disposition of Insured Claims, as of the date such fees and expenses are billed to an insurance carrier, and (ii) in the case of sums payable in settlement or satisfaction of a judgment attributable to Insured Claims, as of the date of any such judgment) which were covered under such Parent 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 Parent 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 particular Parent Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Parent Third-Party Shared Policies shall be paid directly to or on behalf of Crane NXT, Co. under the appropriate Person or to Parentrelevant Third-Party Shared Policy, which and Crane NXT, Co. shall thereafter administer the Parent Third-Party Shared Policies Policies, as appropriate, by retaining the Insurance Proceeds with respect to Crane NXT Liabilities, and by paying the Insurance Proceeds, as appropriate, Proceeds to Parent Crane Company with respect to Parent Liabilities and to SpinCo with respect to the SpinCo Crane Company Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by Parent to the appropriate Person upon receipt from the insurance carrier. In the event that the applicable aggregate limits on any particular Parent Third-Party Shared Policy Policies are exceeded by the amount aggregate of outstanding Insured Claims by the relevant parties heretoParties or members of their respective Groups, such parties the Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims (measured as of the date costs related to such bona fide claims were incurred, such incurrence to be measured, (i) in the case of fees and expenses incurred for services performed that are attributable to the defense or disposition of Insured Claims, as of the date such fees and expenses are billed to an insurance carrier, and (ii) in the case of sums payable in settlement or satisfaction of a judgment attributable to Insured Claims, as of the date of any such judgment) which were would have been covered under such Parent Third-Party Shared Policy (their "allocable portion without regard to the limits of Insurance Proceeds")such Third-Party Shared Policy, and any party Party who has received Insurance Proceeds in excess of such party's allocable portion Party’s respective percentage of Insurance Proceeds shall pay to the other party Party the appropriate amount so that each party Party will have received its allocable portion respective percentage of Insurance Proceeds pursuant hereto. Each of the parties Parties agrees to use commercially reasonable efforts to maximize available coverage under those Parent Third-Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all responsible third parties, other responsible parties than the Crane NXT Indemnified Parties and the Crane Company Indemnified Parties, in respect of an Insured Claim to the extent coverage limits under a particular Parent Third-Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Parent Shared Policies shall be paid directly to the appropriate Person or to ParentNew D&B, which shall thereafter administer the Parent Shared Policies by paying the Insurance Proceeds, as appropriate, to Parent the Corporation with respect to Parent RHD Liabilities and to SpinCo New D&B with respect to the SpinCo New D&B Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by Parent New D&B to the appropriate Person party upon receipt from the insurance carrier. In the event that the applicable aggregate limits on any particular Parent Shared Policy Policies are exceeded by the amount aggregate of outstanding Insured Claims by both of the relevant parties hereto, such the parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims (measured as of the date costs related to such bona fide claims were incurred, such incurrence to be measured, (i) in the case of fees and expenses incurred for services performed that are attributable to the defense or disposition of Insured Claims, as of the date such fees and expenses are billed to an insurance carrier, and (ii) in the case of sums payable in settlement or satisfaction of a judgment attributable to Insured Claims, as of the date of any such judgment) which were covered under such Parent 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 Parent 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 particular Parent Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Parent Shared Policies shall be paid directly to the appropriate Person or to ParentSynovus, which shall thereafter administer the Parent Shared Policies by paying the Insurance Proceeds, as appropriate, to Parent Synovus with respect to Parent Synovus Liabilities and to SpinCo TSYS with respect to the SpinCo TSYS Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by Parent Synovus to the appropriate Person upon receipt from the insurance carrier. In the event that the applicable limits on any particular Parent Shared Policy are exceeded by the amount of outstanding Insured Claims by Synovus and TSYS, the relevant parties hereto, such parties Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims (measured as of the date costs related to such bona fide claims were incurred, such incurrence to be measured, (i) in the case of fees and expenses incurred for services performed that are attributable to the defense or disposition of Insured Claims, as of the date such fees and expenses are billed to an insurance carrier, and (ii) in the case of sums payable in settlement or satisfaction of a judgment attributable to Insured Claims, as of the date of any such settlement or judgment) which were covered under such Parent Shared Policy (their "allocable portion of Insurance Proceeds"), and any party who has received Insurance Proceeds in excess of such party's ’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 Parties agrees to use commercially reasonable efforts to maximize available coverage under those Parent 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 particular Parent Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Parent Shared Policies shall be paid directly to the appropriate Person or to ParentNew Ceridian, which shall thereafter administer the Parent Shared Policies by paying the Insurance Proceeds, as appropriate, to Parent the Corporation with respect to Parent Media Information Liabilities and to SpinCo New Ceridian with respect to the SpinCo New Ceridian Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by Parent New Ceridian to the appropriate Person party upon receipt from the insurance carrier. In the event that the applicable aggregate limits on any particular Parent Shared Policy Policies are exceeded by the amount aggregate of outstanding Insured Claims by both of the relevant parties hereto, such the parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims (measured as of the date costs related to such bona fide claims were incurred, such incurrence to be measured, (i) in the case of fees and expenses incurred for services performed that are attributable to the defense or disposition of Insured Claims, as of the date such fees and expenses are billed to an insurance carrier, and (ii) in the case of sums payable in settlement or satisfaction of a judgment attributable to Insured Claims, as of the date of any such judgment) which were covered under such Parent 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 Parent 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 particular Parent Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Parent Shared Policies shall be paid directly to the appropriate Person or to Parent, which shall thereafter administer the Parent Shared Policies by paying the Insurance Proceeds, as appropriate, to Parent with respect to Parent Liabilities and to SpinCo with respect to the SpinCo Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by Parent to the appropriate Person upon receipt from the insurance carrier. In the event that the applicable limits (including any additional limits purchased by the parties as contemplated below) on any particular Parent Shared Policy are exceeded exhausted by the amount of outstanding Insured Claims by the relevant parties hereto, such parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims (measured as of the date costs related to such bona fide claims were incurred, such incurrence to be measured, (i) in the case of fees and expenses incurred for services performed that are attributable to the defense or disposition of Insured Claims, as of the date such fees and expenses are billed to an insurance carrier, and (ii) in the case of sums payable in settlement or satisfaction of a judgment attributable to Insured Claims, as of the date of any such judgment) which which, ignoring such limits, were covered under such Parent Shared Policy (their "“allocable portion of Insurance Proceeds"”), and any party who has received Insurance Proceeds in excess of such party's ’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 Parent 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 Claim. Upon the extent coverage applicable aggregate limits under a of any particular Parent Shared Policy have been exceeded or would being eroded by Insured Claims of the parties hereto, such parties agree to discuss and evaluate the possibility of purchasing additional coverage limits with respect to such Parent Shared Policy (taking into account, among other things, availability, premium costs, and applicable policy period). If such parties mutually agree to purchase such additional coverage limits, then the additional premiums and other related costs with respect to such additional coverage limits shall be exceeded as a result of such Insured Claimborne by each party in accordance with the applicable percentages set forth on Schedule 6.3(c).

Allocation of Insurance Proceeds. Except as otherwise provided in Section 9.02, Insurance Proceeds received with respect to claims, costs and expenses under the Parent Beverages Shared Policies shall be paid directly to the appropriate Person or to Parenton behalf of CS, which shall thereafter administer the Parent Beverages Shared Policies by paying the Insurance Proceeds, as appropriate, to Parent CS with respect to Parent Cadbury plc Liabilities and to SpinCo DPS with respect to Beverages Liabilities, net of the SpinCo Liabilitiesreasonable, documented out-of-pocket costs incurred by CS in administering the applicable claim (it being understood that such costs shall fairly reflect the costs to CS of providing such administrative services, including the costs incurred by CS in respects of any increased premiums resulting from any such claims on such Beverages Shared Policy and a reasonable allocation for salary, wages, benefits, Taxes and other expenses directly attributable thereto and without any markup for profit). CS will provide documentation of any reasonable out-of-pocket costs incurred at the time of payment of the allocable portions of the indemnity costs and Insurance Proceeds to DPS. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by Parent CS to the appropriate Person Party upon receipt from the insurance carrier. In Each Party agrees to obtain for itself and each member of its Group insurance policies (in forms and amounts determined by that Party), which shall be effective as of the event Distribution Date, to cover any Cadbury plc Liabilities or Beverages Liabilities, as applicable, that the applicable limits on any particular Parent Shared Policy are exceeded by the amount of outstanding Insured Claims by the relevant parties hereto, such parties agree to allocate exceed the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims (measured as of the date costs related to available from such bona fide claims were incurred, such incurrence to be measured, (i) in the case of fees and expenses incurred for services performed that are attributable to the defense or disposition of Insured Claims, as of the date such fees and expenses are billed to an insurance carrier, and (ii) in the case of sums payable in settlement or satisfaction of a judgment attributable to Insured Claims, as of the date of any such judgment) which were covered under such Parent Beverages 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 heretoPolicies. Each of the parties Parties agrees to use commercially reasonable efforts to maximize available coverage under those Parent Beverages Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Beverages Shared Policy Insured Claim to the extent coverage limits under a particular Parent Beverages Shared Policy have been exceeded or would be exceeded as a result of such Beverages Shared Policy Insured ClaimClaim (it being understood that the obligation to use commercially reasonable efforts to recover from all other responsible parties in respect of a Beverages Shared Policy Insured Claim shall not require any Party to commence any litigation proceedings against any such other responsible party).

Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Parent Shared Policies shall be paid directly to the appropriate Person or to Parent, which shall thereafter administer the Parent Shared Policies by paying the Insurance Proceeds, as appropriate, to Parent with respect to Parent Liabilities and to SpinCo with respect to the SpinCo Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by Parent to the appropriate Person upon receipt from the insurance carrier. In the event that the applicable limits on any particular Parent Shared Policy are exceeded by the amount of outstanding Insured Claims by the relevant parties hereto, such parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims (measured as of the date costs related to such bona fide claims were incurred, such incurrence to be measured, (i) in the case of fees and expenses incurred for services performed that are attributable to the defense or disposition of Insured Claims, as of the date such fees and expenses are billed to an insurance carrier, and (ii) in the case of sums payable in settlement or satisfaction of a judgment attributable to Insured Claims, as of the date of any such judgment) which were covered under such Parent 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 Parent 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 particular Parent Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

Allocation of Insurance Proceeds. From and after the Effective Time, Insurance Proceeds received with respect to claims, costs and expenses under the Parent Shared Policies shall be paid directly to the appropriate Person or to ParentBaltimore Management, which shall thereafter administer the Parent Shared Policies by paying the Insurance Proceeds, as appropriate, to Parent New ATAPCO with respect to Parent Liabilities and New ATAPCO Liabilities, to SpinCo ATRECO with respect to ATRECO Liabilities, to Gateway with respect to the SpinCo Gateway Liabilities and to Calvert with respect to Calvexx Xxxxilities. Baltimoxx Xxxxgement shall retain the Insurance Proceeds with respect to Baltimore Management Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Shared Policies will be made by Parent Baltimore Management to the appropriate Person party upon receipt from the insurance carrier. In the event that the applicable limits aggregate amount recoverable (by virtue of policy limits, insurer insolvency or similar reason) on any particular Parent Shared Policy are Policies is exceeded by the amount aggregate of outstanding Insured Claims by two or more of the relevant parties hereto, such parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims (measured as of the date costs related to such bona fide claims were incurred, such incurrence to be measured, (i) in the case of fees and expenses incurred for services performed that are attributable to the defense or disposition of Insured Claims, as of the date such fees and expenses are billed to an insurance carrier, and (ii) in the case of sums payable in settlement or satisfaction of a judgment attributable to Insured Claims, as of the date of any such judgment) which were covered under such Parent 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 or parties 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 Parent 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 particular Parent Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.