Common use of D&O Policies Clause in Contracts

D&O Policies. On and after the Distribution Date, to the extent that any claims have been duly reported before the Distribution Date under the directors and officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Policies”) maintained by members of the Xerox Group, Xerox shall not, and shall cause the members of the Xerox Group not to, take any action that would limit the coverage of the individuals who acted as directors, officers or employees of Conduent (or members of the Conduent Group) prior to the Distribution Date under any D&O Policies maintained by the members of the Xerox Group. Xerox shall, and shall cause the members of the Xerox Group to, reasonably cooperate with the individuals who acted as directors, officers or employees of Conduent (or members of the Conduent Group) prior to the Distribution Date in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals. Xerox shall, and shall cause members of the Xerox Group to, allow Conduent and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine and make copies of the relevant D&O Policies maintained by Xerox and members of the Xerox Group pursuant to this Section 8.06. Xerox shall provide, and shall cause other members of the Xerox Group to provide, such cooperation as is reasonably requested by Conduent in order for Conduent to have in effect on and after the Distribution Date such new D&O Policies as Conduent deems appropriate with respect to claims reported on or after the Distribution Date. Except as provided in this Section 8.06, the Xerox Group may, at any time, without liability or obligation to the Conduent Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any “occurrence-based” insurance policy or “claims-made-based” insurance policy (and such claims will be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); provided, however, that Xerox will immediately notify Conduent of any termination of any insurance policy.

D&O Policies. (a) On and after the Distribution Date, to the extent that any claims have been duly reported before the Distribution Date under the directors and officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Policies”) maintained by members of the Xerox Group, Xerox DTE Energy shall not, and shall cause the members of the Xerox DTE Energy Group not to, take any action that would limit the coverage of the individuals who acted as directors, officers or employees of Conduent DT Midstream (or members of the Conduent DT Midstream Group) prior to the Distribution Date under any directors and officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Policies Policies”) maintained by the members of the Xerox GroupDTE Energy Group in respect of claims relating to a period prior to the Distribution Date. Xerox DTE Energy shall, and shall cause the members of the Xerox DTE Energy Group to, reasonably cooperate with the individuals who acted as directors, officers or employees of Conduent DT Midstream (or members of the Conduent DT Midstream Group) prior to the Distribution Date in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals. Xerox DTE Energy shall, and shall cause members of the Xerox DTE Energy Group to, allow Conduent DT Midstream and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine and make copies of the relevant D&O Policies maintained by Xerox DTE Energy and members of the Xerox DTE Energy Group pursuant to this Section 8.068.05. Xerox DTE Energy shall provide, and shall cause other members of the Xerox DTE Energy Group to provide, such cooperation as is reasonably requested by Conduent DT Midstream in order for Conduent DT Midstream to have in effect on and after the Distribution Date such new D&O Policies as Conduent DT Midstream deems appropriate with respect to claims reported relating to a period on or after the Distribution Date. . (b) Except as provided in this Section 8.068.05, the Xerox DTE Energy Group may, at any time, without liability or obligation to the Conduent DT Midstream Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any “occurrence-based” insurance policy or “claims-made-based” insurance policy (and such claims will be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); provided, however, that Xerox DTE Energy will immediately notify Conduent DT Midstream of any termination of any insurance policy.

D&O Policies. (a) On and after the Distribution Date, Vista Outdoor shall not, and shall cause the other members of the Vista Outdoor Group not to, take any action that would limit the coverage of any individuals who acted as directors, officers or employees of Vista Outdoor or any of its Subsidiaries prior to the extent that any claims have been duly reported before the Distribution Date who become directors, officers or employees of the [Outdoor Products] Group in connection with the Separation under the any directors and officers liability insurance policies, fiduciary liability insurance policies or fiduciary employment practices liability insurance policies (collectively, “D&O Policies”) maintained by the members of the Xerox Group, Xerox shall notVista Outdoor Group in respect of claims relating to a period prior to the Distribution Date. Vista Outdoor shall, and shall cause the other members of the Xerox Vista Outdoor Group not to, take reasonably cooperate with any action that would limit the coverage of the individuals who acted as directors, officers or employees of Conduent (Vista Outdoor or members any of the Conduent Group) its Subsidiaries prior to the Distribution Date under any D&O Policies maintained by the members of the Xerox Group. Xerox shall, and shall cause the members of the Xerox Group to, reasonably cooperate with the individuals who acted as become directors, officers or employees of Conduent (or members of the Conduent Group) prior to [Outdoor Products] Group in connection with the Distribution Date Separation in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals. Xerox Vista Outdoor shall, and shall cause the other members of the Xerox Vista Outdoor Group to, allow Conduent [Outdoor Products] and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine and make copies of the relevant D&O Policies maintained by Xerox Vista Outdoor and members of the Xerox Vista Outdoor Group pursuant to this Section 8.068.05. Xerox Vista Outdoor shall provide, and shall cause other members of the Xerox Vista Outdoor Group to provide, such cooperation as is reasonably requested by Conduent [Outdoor Products] in order for Conduent [Outdoor Products] to have in effect on and after the Distribution Date such new D&O Policies as Conduent [Outdoor Products] deems appropriate with respect to claims reported relating to a period on or after the Distribution Date. . (b) Except as provided in this Section 8.068.05, the Xerox Vista Outdoor Group may, at any time, without liability or obligation to the Conduent [Outdoor Products] Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any “occurrence-based” insurance policy or “claims-made-based” insurance policy (and such claims will be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); provided, however, that Xerox Vista Outdoor will immediately notify Conduent [Outdoor Products] of any termination of any insurance policy.

D&O Policies. On and after the Distribution Date, to the extent that any claims have been duly reported before the Distribution Date under the directors and officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Policies”) maintained by members of the Xerox Honeywell Group, Xerox Honeywell shall not, and shall cause the members of the Xerox Honeywell Group not to, take any action that would limit the coverage of the individuals who acted as directors, directors or officers or employees of Conduent SpinCo (or members of the Conduent SpinCo Group) prior to the Distribution Date under any D&O Policies maintained by the members of the Xerox Honeywell Group. Xerox Honeywell shall, and shall cause the members of the Xerox Honeywell Group to, reasonably cooperate with the individuals who acted as directors, directors or officers or employees of Conduent SpinCo (or members of the Conduent SpinCo Group) prior to the Distribution Date in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals. Xerox Honeywell shall, and shall cause members of the Xerox Honeywell Group to, allow Conduent SpinCo and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine and make copies of the relevant D&O Policies maintained by Xerox Honeywell and members of the Xerox Honeywell Group pursuant to this Section 8.069.06. Xerox Honeywell shall provide, and shall cause other members of the Xerox Honeywell Group to provide, such cooperation as is reasonably requested by Conduent SpinCo in order for Conduent SpinCo to have in effect on and after the Distribution Date such new D&O Policies as Conduent SpinCo deems appropriate with respect to claims reported on or after the Distribution Date. Except as provided in this Section 8.069.06, the Xerox Honeywell Group may, at any time, without liability or obligation to the Conduent SpinCo Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any “occurrence-based” insurance policy or “claims-made-based” insurance policy (and such claims will be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); provided, however, that Xerox Honeywell will immediately notify Conduent SpinCo of any termination of any insurance policy.

D&O Policies. On and after the Distribution Date, to the extent that any claims have been duly reported before the Distribution Date under the directors and officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Policies”) maintained by members of the Xerox Honeywell Group, Xerox Honeywell shall not, and shall cause the members of the Xerox Honeywell Group not to, take any action that would limit the coverage of the individuals who acted as directors, directors or officers or employees of Conduent SpinCo (or members of the Conduent SpinCo Group) prior to the Distribution Date under any D&O Policies maintained by the members of the Xerox Honeywell Group. Xerox Honeywell shall, and shall cause the members of the Xerox Honeywell Group to, reasonably cooperate with the individuals who acted as directors, directors or officers or employees of Conduent SpinCo (or members of the Conduent SpinCo Group) prior to the Distribution Date in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals. Xerox Honeywell shall, and shall cause members of the Xerox Honeywell Group to, allow Conduent SpinCo and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine and make copies of the relevant D&O Policies maintained by Xerox Honeywell and members of the Xerox Honeywell Group pursuant to this Section 8.06. Xerox Honeywell shall provide, and shall cause other members of the Xerox Honeywell Group to provide, such cooperation as is reasonably requested by Conduent SpinCo in order for Conduent SpinCo to have in effect on and after the Distribution Date such new D&O Policies as Conduent SpinCo deems appropriate with respect to claims reported on or after the Distribution Date. Except as provided in this Section 8.06, the Xerox Honeywell Group may, at any time, without liability or obligation to the Conduent SpinCo Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any “occurrence-based” insurance policy or “claims-made-based” insurance policy (and such claims will be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); provided, however, that Xerox Honeywell will immediately notify Conduent SpinCo of any termination of any insurance policy.