Common use of Cooperation in Insurance Matters Clause in Contracts

Cooperation in Insurance Matters. Prior to the date and time at which the Split-Off and thus the separation of Xxxxxx from GM becomes effective (the "Split-Off Effective Time"), GM has maintained insurance programs which provide certain coverage for a number of entities, including Xxxxxx, certain Xxxxxx Affiliates (as defined below) and their respective officers and directors. From and after the Split-Off Effective Time, except as provided herein, Xxxxxx shall be responsible for obtaining and maintaining its own insurance programs separately from the GM insurance programs (which may be, but are not required to be, maintained by GM after the Split-Off Effective Time). Notwithstanding the foregoing, (i) GM, upon the request of Xxxxxx, shall cooperate with and use commercially reasonable efforts to assist Xxxxxx in the transition to its own separate insurance coverage from and after the Split-Off Effective Time, and shall provide Xxxxxx with any information that is in the possession of GM and is reasonably available and necessary to either obtain such insurance coverage or to assist Xxxxxx in preventing gaps in its insurance coverage, (ii) in the event that prior to the Split-Off Effective Time Xxxxxx is not able to obtain any such separate insurance coverage or to obtain such on reasonable commercial terms substantially consistent with the commercial terms applicable to the insurance coverage intended to be replaced, at the request of Xxxxxx, XX and Xxxxxx shall cooperate with each other to enter into an arrangement, on an arm's-length basis, that would permit Xxxxxx for a reasonable period of time after the Split-Off Effective Time to continue to have the benefit of the insurance coverage formerly provided by GM's insurance program, on terms that require Xxxxxx to reimburse GM for the costs of such extended insurance coverage that are fairly allocable to the inclusion of Xxxxxx among GM and the other GM parties that otherwise benefit from such coverage, (iii) each of GM and Xxxxxx, upon the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in the collection of proceeds from insurance claims made under any Insurance Policy (as defined below) for the benefit of any insured party and (iv) each of GM, Xxxxxx, each GM Affiliate (as defined below) and each Xxxxxx Affiliate, shall use commercially reasonable efforts not to take any action that would jeopardize or otherwise interfere with any party's ability to collect any proceeds payable pursuant to any Insurance Policy.

Cooperation in Insurance Matters. Prior to the date and time at which the Split-Off and thus the separation of Xxxxxx from GM becomes effective (the "SplitSpin-Off Effective Time"), GM has maintained insurance programs which provide certain coverage coverages for a number of entities, including XxxxxxHughes, certain Xxxxxx Hughes Affiliates (as defined below) and their respective officers and xxxxcerx xxx directors. From and after the SplitSpin-Off Effective Time, except as provided hereinherein or as otherwise provided in the Implementation Agreement with respect to directors and officers liability insurance, Xxxxxx Hughes shall be responsible for obtaining and maintaining its own insurance programs oxx xxxurance program separately from the GM insurance programs (which may be, but are not required continue to be, be maintained by GM after the Split-Off Effective TimeGM). Notwithstanding the foregoing, (i) GM, upon the request of XxxxxxHughes, shall cooperate with and use commercially reasonable efforts to assist Xxxxxx in Hugxxx xx the transition to its own separate insurance coverage from and fxxx xxd after the SplitSpin-Off Effective Time, and shall provide Xxxxxx Hughes with any information that is in the possession of GM and is reasonably xxxxxnably available and necessary useful to either obtain such insurance coverage or to assist Xxxxxx Hughes in preventing gaps in its insurance coveragecoverages, (ii) in the event thx xxxxt that prior to the SplitSpin-Off Effective Time Xxxxxx Hughes is not able to obtain any such separate insurance coverage or to coveragx xx xo obtain such on reasonable commercial terms substantially consistent with the commercial terms applicable to the insurance coverage intended to be replaced, at the request of XxxxxxHughes, XX GM and Xxxxxx Hughes shall cooperate with each other to enter into an arrangement, on an arm's-length basis, that would permit Xxxxxx Hughes for a reasonable period of time after the SplitSpin-Off Effective Time Effectivx Xxxx to continue to have the benefit of the insurance coverage formerly provided by GM's insurance program, on terms that require Xxxxxx Hughes to reimburse GM for the costs of such extended insurance coverage xxxxxxge that are fairly allocable to the inclusion of Xxxxxx Hughes among GM and the other GM parties that otherwise benefit from xxxx such coverage, (iii) each of GM and XxxxxxHughes, upon the request of the other, shall cooperate with and use commercially usx xxxxercially reasonable efforts to assist the other in the collection of proceeds from insurance claims made under any Insurance Policy (as defined below) for the benefit of any insured party and (iv) each of GM, XxxxxxHughes, each GM Affiliate (as defined below) and each Xxxxxx AffiliateHughes Affixxxxx, shall use commercially reasonable efforts not to take xx xxke any action that would jeopardize or otherwise interfere with any party's ability to collect any proceeds payable pursuant to any Insurance Policy.

Cooperation in Insurance Matters. Prior to the date and time at which the Split-Off and thus the separation of Xxxxxx from GM becomes effective (the "SplitSpin-Off Effective Time"), GM has maintained insurance programs which provide certain coverage coverages for a number of entities, including Xxxxxx, certain Xxxxxx Affiliates (as defined below) and their respective officers and directors. From and after the SplitSpin-Off Effective Time, except as provided hereinherein or as otherwise provided in the Implementation Agreement with respect to directors and officers liability insurance, Xxxxxx shall be responsible for obtaining and maintaining its own insurance programs program separately from the GM insurance programs (which may be, but are not required continue to be, be maintained by GM after the Split-Off Effective TimeGM). Notwithstanding the foregoing, (i) GM, upon the request of Xxxxxx, shall cooperate with and use commercially reasonable efforts to assist Xxxxxx in the transition to its own separate insurance coverage from and after the SplitSpin-Off Effective Time, and shall provide Xxxxxx with any information that is in the possession of GM and is reasonably available and necessary useful to either obtain such insurance coverage or to assist Xxxxxx in preventing gaps in its insurance coveragecoverages, (ii) in the event that prior to the SplitSpin-Off Effective Time Xxxxxx is not able to obtain any such separate insurance coverage or to obtain such on reasonable commercial terms substantially consistent with the commercial terms applicable to the insurance coverage intended to be replaced, at the request of Xxxxxx, XX and Xxxxxx shall cooperate with each other to enter into an arrangement, on an arm's-length basis, that would permit Xxxxxx for a reasonable period of time after the SplitSpin-Off Effective Time to continue to have the benefit of the insurance coverage formerly provided by GM's insurance program, on terms that require Xxxxxx to reimburse GM for the costs of such extended insurance coverage that are fairly allocable to the inclusion of Xxxxxx among GM and the other GM parties that otherwise benefit from such coverage, (iii) each of GM and Xxxxxx, upon the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in the collection of proceeds from insurance claims made under any Insurance Policy (as defined below) for the benefit of any insured party and (iv) each of GM, Xxxxxx, each GM Affiliate (as defined below) and each Xxxxxx Affiliate, shall use commercially reasonable efforts not to take any action that would jeopardize or otherwise interfere with any party's ability to collect any proceeds payable pursuant to any Insurance Policy.