Common use of Cooperation and Agreement Not to Release Carriers Clause in Contracts

Cooperation and Agreement Not to Release Carriers. Each of Adaptec and Roxio will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec and Roxio, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec nor Roxio, nor any of their Subsidiaries, shall take any action which would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement, after the Separation Date, neither Adaptec nor Roxio shall (and shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION 2.2 shall (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec UtiliCorp and Roxio Aquila will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec UtiliCorp and RoxioAquila, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec UtiliCorp nor RoxioAquila, nor any of their Subsidiaries, shall take any action which would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement, after the Separation Date, neither Adaptec UtiliCorp nor Roxio Aquila shall (and shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION 2.2 Section 5.2 shall (Aa) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (Bb) require any member of any Group to pay any premium or other amount or to incur any Liability, or (Cc) require any member of any Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec C-Cube and Roxio Semiconductor I will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec C-Cube and RoxioSemiconductor I, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec C-Cube nor RoxioSemiconductor I, nor any of their Subsidiaries, shall take any action which would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement, after the Separation Date, neither Adaptec C-Cube nor Roxio Semiconductor I shall (and shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION 2.2 2.1 shall (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, Liability or (C) require any member of any Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec Alloy and Roxio xXXxX*s will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec Alloy and RoxioxXXxX*s, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec Alloy nor RoxioxXXxX*s, nor any of their Subsidiaries, Subsidiaries shall take any action which would intentionally jeopardize or otherwise interfere with either party's ’s ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Distribution Agreement or any Ancillary Agreementother Spinoff Document, after the Separation Date, Distribution Date neither Adaptec Alloy nor Roxio xXXxX*s shall (and shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION 2.2 Section 7.6(b) shall (Ai) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (Bii) require any member of any Group to pay any premium or other amount or to incur any Liability, or (Ciii) require any member of any Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec TMP and Roxio HHGI will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec TMP and RoxioHHGI, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec TMP nor RoxioHHGI, nor any of their Subsidiaries, Subsidiaries shall take any action which would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Distribution Agreement or any Ancillary Agreementother Distribution Document, after the Separation Date, Distribution Date neither Adaptec TMP nor Roxio HHGI shall (and shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION 2.2 Section 7.02(b) shall (Ai) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (Bii) require any member of any Group to pay any premium or other amount or to incur any Liability, or (Ciii) require any member of any Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec Allegheny and Roxio Supply Holdco will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec Allegheny and RoxioSupply Holdco, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec Allegheny nor RoxioSupply Holdco, nor any of their Subsidiaries, shall take any action which would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Master Separation Agreement, this Agreement or any Ancillary Agreement, after the Separation IPO Closing Date, neither Adaptec Allegheny nor Roxio Supply Holdco shall (and shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION 2.2 Section 3.2 shall (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in forceforce or (D) except as otherwise provided in Section 3.12, apply to Allegheny in connection with rights to coverage for Environmental Claims under Insurance Policies in effect prior to the IPO Closing Date.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec EMC and Roxio McDATA will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec EMC and RoxioMcDATA, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec EMC nor RoxioMcDATA, nor any of their Subsidiaries, shall take any action which would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Agreement Transaction Agreements or any Ancillary Agreement, after the Separation Effective Date, neither Adaptec EMC nor Roxio McDATA shall (and shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION Section 2.2 shall (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec 3Com and Roxio Palm will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec 3Com and RoxioPalm, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec 3Com nor RoxioPalm, nor any of their Subsidiaries, shall take any action which would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement, after the Separation Date, neither Adaptec 3Com nor Roxio Palm shall (and shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION Section 2.2 shall (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec ------------------------------------------------- SeraCare and Roxio Life Sciences will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec SeraCare and RoxioLife Sciences, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec SeraCare nor RoxioLife Sciences, nor any of their Subsidiaries, shall take any action which would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement, after the Separation Date, neither Adaptec SeraCare nor Roxio Life Sciences shall (and each party shall ensure that no member of their its respective Groups Group shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION 2.2 Section 6.2 shall (Ai) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (Bii) require any member of any Group to pay any premium or other amount or to incur any Liability, or (Ciii) require any member of any Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec Palm and Roxio PalmSource will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec Palm and RoxioPalmSource, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec Palm nor RoxioPalmSource, nor any of their Subsidiaries, shall take any action which would intentionally jeopardize or otherwise interfere with either party's ’s ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement, after the Separation Date, neither Adaptec Palm nor Roxio PalmSource shall (and each shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION Section 2.2 shall (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec 3Com and Roxio Palm will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec 3Com and RoxioPalm, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec 3Com nor RoxioPalm, nor any of their Subsidiaries, shall take any action which would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement, after the Separation Date, neither Adaptec 3Com nor Roxio Palm shall (and shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION 2.2 shall (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec Ambassadors and Roxio Education will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec Ambassadors and RoxioEducation, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec Ambassadors nor RoxioEducation, nor any of their Subsidiaries, shall take any action which would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement, after the Separation Date, neither Adaptec Ambassadors nor Roxio Education shall (and shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION 2.2 shall (Ai) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (Bii) require any member of any Group to pay any premium or other amount or to incur any Liability, or (Ciii) require any member of any Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec Schlumberger and Roxio NPT will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec Schlumberger and RoxioNPT, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec Schlumberger nor RoxioNPT, nor any of their Subsidiaries, shall take any action which would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Master Separation and Sale Agreement, this Agreement or any Ancillary Agreement, after the Separation Date, neither Adaptec Schlumberger nor Roxio NPT shall (and shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION Section 2.2 shall (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec ESS and Roxio Vialta will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec ESS and RoxioVialta, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec ESS nor RoxioVialta, nor any of their Subsidiaries, shall take any action which would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Distribution Agreement or any Ancillary Agreement, after the Separation Record Date, neither Adaptec ESS nor Roxio Vialta shall (and shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION 2.2 Section 4.11(b) shall (Ai) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (Bii) require any member of any Group to pay any premium or other amount or to incur any Liability, or (Ciii) require any member of any Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec LSI Logic and Roxio will SSI shall share such information Information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec LSI Logic and RoxioSSI, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec LSI Logic nor RoxioSSI, nor any of their Subsidiaries, shall take any action which that such party knows would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement, after the Separation Date, neither Adaptec LSI Logic nor Roxio SSI shall (and each shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION Section 2.2 shall (Aa) preclude any member of any either Group from presenting any claim or from exhausting any policy limit, (Bb) require any member of any either Group to pay any premium or other amount or to incur any Liability, or (Cc) require any member of any either Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec LSI Logic and Roxio will SSI shall share such information Information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec LSI Logic and RoxioSSI, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec LSI Logic nor RoxioSSI, nor any of their Subsidiaries, shall take any action which that such party knows would intentionally jeopardize or otherwise interfere with either party's ’s ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement, after the Separation Date, neither Adaptec LSI Logic nor Roxio SSI shall (and each shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION Section 2.2 shall (Aa) preclude any member of any either Group from presenting any claim or from exhausting any policy limit, (Bb) require any member of any either Group to pay any premium or other amount or to incur any Liability, or (Cc) require any member of any either Group to renew, extend or continue any policy in force.

Cooperation and Agreement Not to Release Carriers. Each of Adaptec Quantum and Roxio SNAP will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. Each of Adaptec Quantum and RoxioSNAP, at the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in recoveries for claims made under any insurance policy for the benefit of any insured party, and neither Adaptec Quantum nor RoxioSNAP, nor any of their Subsidiaries, shall take any action which would intentionally jeopardize or otherwise interfere with either party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement, after the Separation Date, neither Adaptec Quantum nor Roxio SNAP shall (and shall ensure that no member of their respective Groups shall), without the consent of the other, provide any insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder. However, nothing in this SECTION 2.2 shall (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force.