Common use of Insurance Matters Clause in Contracts

Insurance Matters. (a) Each Spinco does hereby, for itself and each other member of its Corresponding Group, agree that no member of the IAC Group or any IAC Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC and its Affiliates as in effect at any time prior to the Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b). (b) IAC agrees to use its reasonable best efforts to cause the interest and rights of each Spinco and the other members of its Corresponding Group as of the Relevant Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Time) of IAC or any other member of the IAC Group in respect of periods prior to the Relevant Time to survive the Relevant Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC shall continue to administer such policies and programs on behalf of the relevant Spincos and the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco or any member of its Corresponding Group. Any proceeds received by IAC or any other member of the IAC Group after the Relevant Time under such policies and programs in respect of a Spinco or other members of its Corresponding Group shall be for the benefit of such Spinco and such other members. (c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Group in respect of any insurance policy or any other contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco does herebyAfter the Effective Time, for itself and each other with respect to any WKKC Liabilities incurred by any member of the WKKC Group arising from or relating to facts, circumstances, events or matters that occurred prior to the Effective Time with respect to which Xxxxxxxxx or a member of its Corresponding GroupGroup maintains Third Party occurrence-based insurance coverage, agree Kellanova will provide WKKC with access to, and WKKC may make occurrence-based claims under, such applicable Third Party occurrence-based insurance policies in place immediately prior to the Effective Time (to the extent coverage remains available), but solely to the extent that no member such policies provided coverage for members of the IAC WKKC Group or any IAC Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC and its Affiliates as in effect at any time WKKC Business for occurrence-based claims prior to the Effective Time; provided, that WKKC shall access and make occurrence-based claims under such insurance policies in good faith and in a manner consistent with past practice; provided, further, that such access to, and the right to make occurrence-based claims under, such insurance policies shall be subject to the terms, conditions and exclusions of such insurance policies, including any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) WKKC shall notify Xxxxxxxxx as a result promptly as practicable of any claim made by WKKC pursuant to this Section 5.1(a); (ii) WKKC and the members of the level WKKC Group shall indemnify, hold harmless and reimburse Kellanova and the members of the Kellanova Group for any deductibles, self-insured retention, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handling fees, and other expenses (“Claim Costs”) incurred by Xxxxxxxxx or scope any member of the Kellanova Group to the extent resulting from any access to, or any claims made by WKKC or any members of the WKKC Group under, any insurance provided pursuant to this Section 5.1(a), whether such claims are made by WKKC, its employees or any Third Parties; provided, that WKKC and the members of the WKKC Group shall only be required to indemnify Kellanova and the members of the Kellanova Group to the extent such Claim Costs exceeds payments received by Xxxxxxxxx or another member of the Kellanova Group from a Captive Insurer or any other Person in respect of any such insurance, claims made by WKKC or any member of the creditworthiness of WKKC Group under any insurance carrierprovided pursuant to this Section 5.1(a); and (iii) WKKC shall exclusively bear (and neither Kellanova nor any member of the Kellanova Group shall have any obligation to repay or reimburse WKKC or any member of the WKKC Group for) and shall be liable for all excluded, the terms and conditions of uninsured, uncovered, unavailable or uncollectible amounts (including where any policyinsurer declines, the adequacy denies, delays or timeliness of any notice to any insurance carrier with respect to obstructs any claim payment) of all such claims made by it or potential claim or otherwise; any member of its Group under the policies as provided for in this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b5.1(a). (b) IAC agrees Notwithstanding the foregoing, WKKC shall promptly remit to use its reasonable best efforts Kellanova any Insurance Proceeds received pursuant to cause the interest and rights of each Spinco and the other members of its Corresponding Group as of the Relevant Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs Section 5.1(a) to the extent a claim has been submitted such Insurance Proceeds cover Losses that were remedied prior to the Relevant Effective Time or that were suffered by Xxxxxxxxx or its Subsidiaries prior to the Effective Time. (c) Except as expressly provided in Section 5.1(a), and subject to the limitation in Section 5.1(b), from and after the Effective Time, WKKC, each member of IAC the WKKC Group and each of their respective employees (including former or inactive employees) shall cease be insured by, shall have no access or availability to or under, shall not be entitled to make claims on or under and shall not be entitled to claim benefits from or seek coverage under, and shall not have any rights to or under, any of Kellanova’s or any member of the Kellanova Group’s insurance policies or any of their respective self-insured programs (including any assets or insurance policies or programs of any Captive Insurer) in place immediately prior to the Effective Time. In no event shall Kellanova, any other member of the IAC Kellanova Group or any Kellanova Indemnitee have Liability or obligation whatsoever to any member of the WKKC Group in respect the event that any (i) insurance policy or insurance policy related Contract shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of periods prior any member of the WKKC Group for any reason whatsoever or shall be cancelled, not renewed or not extended beyond the current expiration date or (ii) any insurer declines, denies, delays or obstructs any claim payment. (d) At the Effective Time, WKKC shall have in effect all insurance programs required to comply with WKKC’s contractual obligations and such other policies required by Law or as reasonably necessary or appropriate for companies operating a business similar to that of WKKC. (e) Neither WKKC nor any member of the Relevant Time WKKC Group, in connection with making a claim under any insurance policy of Kellanova or any member of the Kellanova Group pursuant to survive this Section 5.1, shall take any action that would be reasonably likely to (i) have a material and adverse impact on the Relevant Time for then-current relationship between Kellanova or any member of the period for which such interests and rights would have survived without regard to Kellanova Group, on the transactions contemplated hereby to the extent permitted by such policiesone hand, and IAC shall continue to administer such policies and programs the applicable insurance company, on behalf of the relevant Spincos and the other relevant members of hand; (ii) result in the Spinco Groupsapplicable insurance company terminating or materially reducing coverage, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of or materially increasing the amount of time actually spent on such matter to such employee’s normal working time) of any employee premium owed by Kellanova or agent of IAC of any other relevant member of the IAC Kellanova Group who will under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of Kellanova or any member of the Kellanova Group under the applicable insurance policy; provided, that WKKC’s, any member of the WKKC Group’s, any of their respective employees’ or any Third Party’s making of a claim pursuant to Section 5.1(a) shall not be required deemed to spend at least ten percent be an action that triggers the foregoing clauses (i), (ii) or (iii). (f) Any payments, costs, adjustments or reimbursements to be paid by WKKC pursuant to this Section 5.1 shall be billed quarterly and payable within thirty (30) days from receipt of his an invoice from Kellanova. Xxxxxxxxx shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buyback or her normal working time over any ten (10) Business Days working otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such matter on behalf insurance policies and programs, notwithstanding whether any such policies or programs apply to any WKKC Liabilities or claims WKKC has made or could make in the future, and no member of a Spinco the WKKC Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with Xxxxxxxxx’s insurers with respect to any of Kellanova’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. WKKC shall cooperate with Kellanova and share such information as is reasonably necessary in order to permit Xxxxxxxxx to manage and conduct its insurance matters as Kellanova deems appropriate. Each Party and any member of its applicable Group has the sole right to settle or otherwise resolve Third Party claims made against it or any member of its Corresponding Group. Any proceeds received by IAC or any other member of the IAC applicable Group after the Relevant Time covered under such policies and programs in respect of a Spinco or other members of its Corresponding Group shall be for the benefit of such Spinco and such other membersan applicable insurance policy. (cg) This Agreement is shall not intended be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Kellanova Group in respect of any insurance policy or any other contract or policy of insurance. (dh) Nothing WKKC does hereby, for itself and each other member of the WKKC Group, agree that no member of the Kellanova Group shall have any Liability whatsoever as a result of the insurance policies and practices of Xxxxxxxxx and the members of the Kellanova Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, or the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. (i) For the avoidance of doubt, this Agreement Section 5.1 shall not be deemed to restrict apply or relate to any member of any Spinco Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any periodBenefit Plan.

Insurance Matters. (a) Each Spinco does herebyIn no event shall UTC, for itself and each any other member of its Corresponding Group, agree that no the UTC Group or any UTC Indemnitee have any Liability or obligation whatsoever to any member of the IAC Carrier Group or the Otis Group in the event that any IAC Indemnified Party shall have insurance policy or insurance policy-related contract has been or is terminated or otherwise ceases to be in effect for any liability whatsoever as a result reason, is or becomes unavailable or inadequate to cover any Liability of any member of the insurance policies and practices of IAC and its Affiliates as in effect at Carrier Group or the Otis Group for any time prior to reason whatsoever or has not been or is not renewed or extended beyond the Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b)current expiration date. (b) IAC agrees Except as provided on Schedule 5.1(b) and except in the circumstances where Section 5.1(c) is applicable, with respect to use its reasonable best efforts to cause the interest any losses, damages and rights of each Spinco and the other members of its Corresponding Group as Liabilities incurred by any member of the Relevant Time as insureds Carrier Group or beneficiaries or in any other capacity under the Otis Group prior to the Applicable Third-Party Insurance Separation Date relating to such type of losses, damages and Liabilities, UTC will provide each of Carrier and Otis with access to, and each of Carrier and Otis may make occurrence-based claims under, UTC’s Third-Party occurrence-based insurance policies in place immediately prior to the Applicable Third-Party Insurance Separation Date and programs UTC’s historical Third-Party occurrence-based insurance policies (and under claims-made policies and programs to the extent a claim has been submitted then remaining available), but solely to the extent that such policies provided coverage for members of the Carrier Group or the Carrier Business or members of the Otis Group or the Xxxx Business, respectively, for occurrence-based claims prior to the Relevant Applicable Third-Party Insurance Separation Date; provided, that Carrier and Otis shall access and make occurrence-based claims under such insurance policies in good faith and in a manner consistent with past practice; provided, further, that such access to, and the right to make occurrence-based claims under, such insurance policies, shall be subject to the terms, conditions and exclusions of such insurance policies, including any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) Carrier or Otis shall notify UTC, as promptly as practicable, of any claim made by it pursuant to this Section 5.1(b); (ii) Carrier or Otis and the members of their respective Groups shall indemnify, hold harmless and reimburse UTC and the members of the UTC Group for any deductibles, self-insured retention, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handling fees, and other expenses incurred by UTC or any member of the UTC Group to the extent resulting from any access to, or any claims made by Carrier or Otis or any other members of their respective Groups under, any insurance provided pursuant to this Section 5.1(b), whether such claims are made by Carrier, its employees or any Third Parties or Otis, its employees or any Third Parties, as applicable; and (iii) Each of Carrier and Otis shall exclusively bear (and neither UTC nor any member of the UTC Group shall have any obligation to repay or reimburse Carrier or Otis or any member of their respective Groups for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by it or any member of its Group under the policies as provided for in this Section 5.1(b). In the event that (A) any member of the UTC Group incurs any losses, damages or Liability prior to or in respect of the period prior to the Applicable Third-Party Insurance Separation Date for which such member of the UTC Group is entitled to coverage under any Third-Party occurrence-based insurance policies of Carrier or Otis or any member of their respective Groups, (B) any member of the Carrier Group incurs any losses, damages or Liability prior to or in respect of the period prior to the Applicable Third-Party Insurance Separation Date for which such member of the Carrier Group is entitled to coverage under any Third-Party occurrence-based insurance policies of Otis or any member of its Group, or (C) any member of the Otis Group incurs any losses, damages or Liability prior to or in respect of the period prior to the Applicable Third-Party Insurance Separation Date for which such member of the Otis Group is entitled to coverage under any Third-Party occurrence-based insurance policies of Carrier or any member of its Group, then the terms of this Section 5.1(b), Section 5.1(e) and Section 5.1(f) shall apply, mutatis mutandis. (c) From and after the Effective Time, with respect to any Carrier Captive Liabilities or any Otis Captive Liabilities incurred prior to the Effective Time with respect to which the UTC Captive Entities retain Third-Party insurance or reinsurance coverage, the UTC Captive Entities will provide each of Carrier and Otis with access to, and each of Carrier and Otis may make claims under, the UTC Captive Entities’ Third-Party insurance or reinsurance policies in place immediately prior to the Effective Time and the UTC Captive Entities’ historical Third-Party insurance or reinsurance policies (in each case, solely to the extent coverage remains available), but solely to the extent that such policies provided coverage for such Carrier Captive Liabilities or Otis Captive Liabilities, as applicable; provided, that Carrier and Otis shall access and make claims under such insurance or reinsurance policies in good faith and in a manner consistent with past practice; provided, further, that such access to, and the right to make claims under, such insurance or reinsurance policies, shall be subject to the terms, conditions and exclusions of such insurance or reinsurance policies, including any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) Carrier or Otis shall notify UTC, as promptly as practicable, of IAC any claim made by it pursuant to this Section 5.1(c); (ii) Carrier or Otis and the members of their respective Groups shall indemnify, hold harmless and reimburse UTC and the members of the UTC Group for any deductibles, self-insured retention, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handling fees, and other expenses incurred by UTC or any member of the UTC Group to the extent resulting from any access to, or any claims made by Carrier or Otis or any other members of their respective Groups under, any insurance provided pursuant to this Section 5.1(c), whether such claims are made by Carrier, its employees or any Third Parties or Otis, its employees or any Third Parties, as applicable; and (iii) each of Carrier and Otis shall exclusively bear (and neither UTC nor any member of the UTC Group shall have any obligation to repay or reimburse Carrier or Otis or any member of their respective Groups for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by it or any member of its Group under the policies as provided for in this Section 5.1(c). (d) Except as expressly provided in Sections 5.1(b) and 5.1(c), none of UTC, Xxxxxxx, Xxxx or any member of their respective Groups shall have any rights to or under any of the insurance or reinsurance policies of the other Parties or any other member of their respective Groups, including, with respect to Carrier or Otis, any rights to or under, or any recourse to, any Assets or insurance policies or programs of any UTC Captive Entity. At the IAC Effective Time, each of Carrier and Otis shall have in effect all insurance programs required to comply with its contractual obligations and such other insurance or reinsurance policies or insurance contracts required by Law or as reasonably necessary or appropriate for companies operating a business similar to Carrier’s or Otis’s, respectively. For the avoidance of doubt, from and after the applicable Effective Time, neither UTC nor any member of its Group (including any UTC Captive Entity) shall have any Liability or obligation whatsoever with respect to any Carrier Captive Liabilities or any Otis Captive Liabilities, each of which shall be Carrier Liabilities or Otis Liabilities, respectively, for all purposes hereunder. (e) None of Xxxxxxx, Xxxx or any member of their respective Groups, in respect connection with making a claim under any insurance or reinsurance policy of periods prior UTC or any member of the UTC Group pursuant to this Section 5.1, shall take any action that would be reasonably likely to (i) have a material and adverse impact on the Relevant Time to survive then-current relationship between UTC or any member of the Relevant Time for UTC Group, on the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policiesone hand, and IAC the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or materially reducing coverage, or materially increasing the amount of any premium owed by UTC or any member of the UTC Group under the applicable insurance or reinsurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of UTC or any member of the UTC Group under the applicable insurance or reinsurance policy. (f) All payments and reimbursements by Carrier or Otis pursuant to this Section 5.1 will be made within forty-five (45) days after its receipt of an invoice therefor from UTC. UTC shall continue retain the exclusive right to administer control its insurance or reinsurance policies and programs (the “Control Right”), including the right to exhaust, settle, release, commute, buyback or otherwise resolve disputes with respect to any of its insurance or reinsurance policies and programs and to amend, modify or waive any rights under any such insurance or reinsurance policies and programs, notwithstanding whether any such policies or programs apply to any Carrier Liabilities or Otis Liabilities and/or claims Carrier or Otis has made or could make in the future; provided that UTC does not exercise the Control Right with the specific and primary purpose of depriving Carrier or Otis of the ability to access or make claims under such policies and programs on behalf of pursuant to this Section 5.1. Except to the relevant Spincos and extent in the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs exercise of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter Person’s express rights pursuant to such employee’s normal working time) of any employee or agent of IAC of any other relevant this Section 5.1, no member of the IAC Carrier Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working the Otis Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with UTC’s insurers with respect to any of UTC’s insurance or reinsurance policies and programs, or amend, modify or waive any rights under any such matter on behalf insurance or reinsurance policies and programs. Each of a Spinco Carrier and Otis shall cooperate with UTC and share such Information as is reasonably necessary in order to permit UTC to manage and conduct its insurance matters as UTC deems appropriate. For the avoidance of doubt, notwithstanding the foregoing, each Party and any member of its applicable Group has the sole right to settle or otherwise resolve any incidents or injuries with respect to it or any member of its Corresponding Group. Any proceeds received by IAC applicable Group vis-à-vis a Third-Party covered under an applicable insurance or any other member of the IAC Group after the Relevant Time under such policies and programs in respect of a Spinco or other members of its Corresponding Group shall be for the benefit of such Spinco and such other membersreinsurance policy. (cg) This Agreement is shall not intended be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC UTC Group in respect of any insurance or reinsurance policy or any other contract or policy of insurance. (dh) Nothing in this Agreement shall be deemed to restrict any Each of Carrier and Otis does hereby, for itself and each other member of its Group, agree that no member of the UTC Group shall have any Spinco Liability whatsoever as a result of the insurance or reinsurance policies and practices of UTC and the members of the UTC Group from acquiring as in effect at its own expense any other insurance policy in respect time, including as a result of the level or scope of any Liabilities such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy or covering the adequacy or timeliness of any periodnotice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) Each Spinco If not obtained prior to the Closing Date, then within 60 days after the Closing Date, Seritage shall obtain appropriate insurance policies for itself and the Seritage Group covering those risks that, prior to the Closing Date, were jointly insured with the members of the SHC Group. In no event shall SHC, any other member of the SHC Group or any SHC Indemnitee have any Liability or obligation whatsoever to any member of the Seritage Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Seritage Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. Seritage does hereby, for itself and each other member of its Corresponding the Seritage Group, agree that no member of the IAC SHC Group or any IAC Indemnified Party SHC Indemnitee shall have any liability whatsoever as a result of the insurance policies and practices of IAC SHC and its Affiliates as in effect at any time prior to the Effective TimeClosing Date, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise, any professional or other advice with respect to the initial policies for Seritage, any handling of claims for Seritage, or any oversight or advice with respect to risk management or other insurance-related issues; provided that this Section 7.01(a6.1(a) shall not negate IACSHC’s agreement under Section 7.01(b6.1(b). (b) IAC SHC agrees to use its commercially reasonable best efforts to cause (and, without limitation of the interest foregoing, to the extent within its control as to self-insurance programs, shall cause) the interests and rights of each Spinco Seritage and the other members of its Corresponding the Seritage Group as of the Relevant Time Closing Date as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant TimeClosing Date) of IAC SHC or any other member of the IAC SHC Group in respect of periods the period prior to the Relevant Time Closing Date to survive the Relevant Time Closing Date for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, ; and IAC shall continue to administer such policies and programs on behalf of the relevant Spincos and the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco or any member of its Corresponding Group. Any proceeds received by IAC SHC or any other member of the IAC SHC Group after the Relevant Time Closing Date under such policies and programs in respect of a Spinco or Seritage and the other members of its Corresponding the Seritage Group (other than in respect of amounts previously paid to Seritage and the other members of the Seritage Group) shall be for the benefit of such Spinco Seritage and such other members.members of the Seritage Group; provided, that the interests and rights of Seritage and the other members of the Seritage Group shall be subject to the terms and conditions of such insurance policies and programs, including any limits on coverage or scope, any deductibles and other fees and expenses and SHC’s allocation of the cost of claims to its business units, for this purpose including Seritage, according to its allocation program in effect as of the Closing Date, and shall be subject to the following additional conditions: (ci) This Agreement is not intended Seritage shall report, on behalf of itself and the other members of the Seritage Group, as an attempted assignment promptly as practicable, claims to SHC’s Vice President for Risk Management and the Deputy General Counsel of Litigation (or such other individuals as SHC may designate in writing) and otherwise in accordance with SHC’s claim reporting procedures in effect immediately prior to the Closing Date (or in accordance with any policy modifications to such procedures after the Closing Date communicated by SHC to Seritage in writing); (ii) Seritage and the other members of insurance the Seritage Group shall indemnify, hold harmless and reimburse SHC and the other members of the SHC Group for any premiums, retrospectively rated premiums, defense costs, settlements, judgments, legal fees, indemnity payments, deductibles, retentions, claim expenses and claim handling fees or other charges allocated to the members of the Seritage Group pursuant to the allocation program maintained by SHC in effect as of the Closing Date, whether such underlying claims are made by a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Seritage Group, its employees or a Third Party; (iii) Seritage shall, and shall cause the other members of the Seritage Group to, cooperate with and assist SHC and the other members of the SHC Group and share such Information as is reasonably necessary in respect order to permit SHC and the other members of the SHC Group to manage and conduct the insurance matters contemplated by this Article VI, including, without limitation, the production of witnesses in accordance with Section 7.4; and (iv) Seritage shall exclusively bear (and neither SHC nor any insurance policy other member of the SHC Group shall have any obligation to repay or reimburse Seritage or any other contract member of the Seritage Group for) and shall be liable for all uninsured, uncovered, unavailable or policy uncollectible amounts of insurance. (d) Nothing all such claims made by Seritage or any other member of the Seritage Group under the policies as provided for in this Agreement Section 6.1(b). In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the members of the Seritage Group, on the one hand, and the members of the SHC Group, on the other hand, shall be deemed responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Group submitted to restrict SHC’s insurance carrier(s) (including any member submissions prior to the Closing Date). To the extent that either Group is allocated more than its pro rata portion of any Spinco such premium due to the timing of losses submitted to SHC’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group from acquiring at has been properly allocated its own expense any pro rata portion of the reinstatement premium. Subject to the following sentence, SHC may elect not to reinstate the policy aggregate. In the event that SHC elects not to reinstate the policy aggregate, it shall provide prompt written notice to Seritage, and Seritage may direct SHC in writing to, and SHC shall, in such case, reinstate the policy aggregate in which case the policy aggregate shall accrue solely to Seritage’s benefit; provided, that Seritage shall be responsible for all reinstatement premiums and other insurance costs associated with such reinstatement; provided, further, that SHC shall have the right to pay its pro rata portion of the reinstatement premium and receive the pro rata benefit of the policy in respect of any Liabilities or covering any periodaggregate.

Insurance Matters. (a) Each Except as expressly provided herein or in any of the other Transaction Documents, Spinco does herebyacknowledges and agrees, for itself on its own behalf and on behalf of each other member of its Corresponding the Spinco Group, agree that no that, from and after the Effective Time, neither Spinco nor any member of the IAC Spinco Group or any IAC Indemnified Party shall have any liability whatsoever as rights to or under any of GGP’s or its Subsidiaries’ insurance policies, other than any insurance policies acquired prior to the Effective Time directly by and in the name of a result member of the Spinco Group or as expressly provided in this Section 6.3 or in the Transition Services Agreement or the Employee Matters Agreement; provided, however, that Spinco shall be entitled to any loss recoveries paid to any member of the GGP Group subsequent to the Effective Time in respect of any insurance policies claims to the extent related to the Spinco Business that were formally filed and practices open prior to the Effective Time less the amount of IAC (i) any Liabilities (other than Excluded Liabilities) that GGP or its Subsidiaries (including, for the avoidance of doubt, any member of the Spinco Group) incurred and its Affiliates as paid in effect at connection therewith prior to the Effective Time and (ii) any time Liabilities incurred by any member of the GGP Group in connection with obtaining such insurance recoveries. (b) Notwithstanding Section 6.3(a), from and after the Effective Time, with respect to losses, damages, wrongful acts or liability incurred prior to the Effective Time, Spinco may access GGP’s insurance policies as follows: (i) to file claims against GGP’s occurrence policies including as a result Workers’ Compensation, Employers Liability, General Liability, Automobile Liability and Excess Umbrella Policies for losses occurring on or before the Effective Time; and (ii) to file claims against GGP’s claims made policies including Directors & Officers, Fiduciary Liability, Employment Practices Liability, Crime, and Pollution Legal Liability coverage in force at the time the claim is made if the act giving rise to the claim occurred prior to the Effective Time; provided, however, that, in the case of each of clause (i) and (ii), such access to, and the level or scope of any right to make claims under such insuranceinsurance policies , the creditworthiness of any insurance carrier, shall be subject to the terms and conditions of the applicable insurance policies, including any policylimits on coverage or scope, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) deductible and other fees and expenses, and shall not negate IAC’s agreement under Section 7.01(b).be subject to: (bA) IAC agrees For so long as Spinco may access GGP’s policies, Spinco shall report as promptly as practicable (1) claims under the Workers’ Compensation and Automobile Liability policy directly to use its reasonable best efforts the applicable insurance company in accordance with GGP’s claim reporting procedures in effect immediately prior to cause the interest Effective Time and rights provide copies of each Spinco such reported claims to GGP’s Corporate Insurance and the Risk Management Department and (2) claims under all other members of its Corresponding Group as of the Relevant Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies to the GGP Corporate Insurance Department; (B) Spinco shall indemnify, hold harmless and programs (reimburse GGP and under claimsits Subsidiaries for any deductibles and self-made policies and programs insured retention incurred by GGP or its Subsidiaries to the extent a claim has been submitted prior to the Relevant Time) of IAC or resulting from any other member of the IAC Group in respect of periods prior to the Relevant Time to survive the Relevant Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted access to, any claims made by such policies, and IAC shall continue to administer such policies and programs on behalf of the relevant Spincos and the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco or any member of its Corresponding Group. Any proceeds received Subsidiaries under, any insurance provided pursuant to Section 6.3(b)(i) and Section 6.3(b)(ii), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by IAC Spinco, its employees or third Persons; (C) Spinco shall exclusively bear and be responsible for (and GGP shall have no obligation to repay or reimburse Spinco or any of its Subsidiaries for) and pay the applicable insurers as required under the applicable insurance policies for any and all costs as a result of having access to, or making claims under, any insurance provided pursuant to Pre-GGP Insurance Policies, including any deductibles and self-insured retention associated with such claims, retrospective, retroactive or prospective premium adjustments associated with the applicable insurance policies, catastrophic coverage charges, overhead, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, other member of related costs and claim payments, relating to all open, closed or re-opened claims covered by the IAC Group after the Relevant Time under applicable policies, whether such policies claims are made by Spinco, its employees or third Persons; and (D) Spinco shall exclusively bear (and programs in respect of a GGP shall have no obligation to repay or reimburse Spinco or other members its Subsidiaries for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by Spinco or any of its Corresponding Group shall be Subsidiaries under the policies as provided for the benefit of such Spinco and such other membersin this Section 6.3(b). (c) Any payments, costs and adjustments required pursuant to Section 6.3(b) (other than payments, costs and adjustments with respect to Pre-GGP Insurance Policies, which payments, costs and adjustments shall be paid by Spinco directly to the applicable insurers) shall be billed by GGP to Spinco on a monthly basis and payable within thirty (30) days from receipt of invoice. If payment is not made within ninety (90) days of invoice, the outstanding amount will accrue interest from and including the ninetieth (90th) day following the date of the invoice to (but excluding) the date of payment at a rate per annum equal to ten percent (10%). If GGP incurs costs to enforce Spinco’s obligations herein, Spinco agrees to indemnify GGP for such enforcement costs, including attorneys’ fees. (d) Except as set forth in the proviso to Section 6.3(a) and the Employee Matters Agreement, Spinco acknowledges and agrees on its own behalf, and on behalf of each other member of the Spinco Group, that neither Spinco nor any member of the Spinco Group shall have any right or claim against GGP or any of its Subsidiaries for reimbursement, payment or any other obligation arising from any insurance policy covering Spinco, any Spinco Asset or any member of the Spinco Group, and hereby irrevocably releases, as of the Effective Time, GGP and its Subsidiaries from all of the duties, obligations, responsibilities and liabilities, known or unknown, reported or not reported, imposed upon GGP or any of its Subsidiaries to the extent resulting from, relating to or arising out of any such insurance policy, without recourse to GGP or any of its Subsidiaries. (e) GGP shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Spinco Liabilities and/or claims Spinco has made or could make in the future, and no member of the Spinco Group shall, without the prior written consent of GGP, erode, exhaust, settle, release, commute, buy-back or otherwise resolve disputes with GGP’s insurers with respect to any of GGP’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Spinco shall cooperate with GGP and share such information as is reasonably necessary in order to permit GGP to manage and conduct its insurance matters as it deems appropriate. (f) At the Effective Time, Spinco shall have in effect, except as contemplated by the Transition Services Agreement, all insurance programs required to comply with law or Spinco’s contractual obligations and such other insurance policies as reasonably necessary or customary for companies operating a business similar to Spinco’s. (g) Except as otherwise provided in Section 6.3(i), GGP and its Subsidiaries shall have no obligation to secure extended reporting for any claims under any of GGP’s or its Subsidiaries’ claims-made or occurrence-reported liability policies for any acts or omissions by any member of the Spinco Group incurred prior to the Effective Time. (h) GGP has obtained and shall provide for the joint benefit of GGP and Spinco, a fully paid directors and officers liability run-off insurance policy, for claims made after the Effective Time covering wrongful acts which take place after the commencement of the Bankruptcy Cases and on or prior to the Effective Time and arising out of or relating to the entities and business that are part of the Spinco Group as of immediately after the Effective Time, with a policy period of at least three (3) years from and after the Effective Time, covering (i) current as of the Effective Time and former directors and officers of GGP, (ii) current as of the Effective Time and former directors and officers of the entities and business that are part of the Spinco Group as of immediately after the Effective Time, (iii) current as of the Effective Time and former GGP employees for securities claims and (iv) GGP and its Subsidiaries and the entities and business that are part of the Spinco Group as of immediately after the Effective Time and its Subsidiaries for securities claims. Such directors and officers liability run-off insurance policy shall be materially consistent with the directors and officers liability insurance policy currently maintained by GGP (except for the policy period and provisions excluding coverage for wrongful acts occurring after the Effective Time). (i) This Agreement is shall not intended be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC GGP Group in respect of any of the GGP insurance policy policies and programs or any other contract Contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco does herebyIn no event shall UTC, for itself and each any other member of its Corresponding Group, agree that no the UTC Group or any UTC Indemnitee have any Liability or obligation whatsoever to any member of the IAC Carrier Group or the Otis Group in the event that any IAC Indemnified Party shall have insurance policy or insurance policy-related contract has been or is terminated or otherwise ceases to be in effect for any liability whatsoever as a result reason, is or becomes unavailable or inadequate to cover any Liability of any member of the insurance policies and practices of IAC and its Affiliates as in effect at Carrier Group or the Otis Group for any time prior to reason whatsoever or has not been or is not renewed or extended beyond the Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b)current expiration date. (b) IAC agrees Except as provided on Schedule 5.1(b) and except in the circumstances where Section 5.1(c) is applicable, with respect to use its reasonable best efforts to cause the interest any losses, damages and rights of each Spinco and the other members of its Corresponding Group as Liabilities incurred by any member of the Relevant Time as insureds Carrier Group or beneficiaries or in any other capacity under the Otis Group prior to the Applicable Third-Party Insurance Separation Date relating to such type of losses, damages and Liabilities, UTC will provide each of Carrier and Otis with access to, and each of Carrier and Otis may make occurrence-based claims under, UTC’s Third-Party occurrence-based insurance policies in place immediately prior to the Applicable Third-Party Insurance Separation Date and programs UTC’s historical Third-Party occurrence-based insurance policies (and under claims-made policies and programs to the extent a claim has been submitted then remaining available), but solely to the extent that such policies provided coverage for members of the Carrier Group or the Carrier Business or members of the Otis Group or the Xxxx Business, respectively, for occurrence-based claims prior to the Relevant Applicable Third-Party Insurance Separation Date; provided, that Carrier and Otis shall access and make occurrence-based claims under such insurance policies in good faith and in a manner consistent with past practice; provided, further, that such access to, and the right to make occurrence-based claims under, such insurance policies, shall be subject to the terms, conditions and exclusions of such insurance policies, including any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) Carrier or Otis shall notify UTC, as promptly as practicable, of any claim made by it pursuant to this Section 5.1(b); (ii) Carrier or Otis and the members of their respective Groups shall indemnify, hold harmless and reimburse UTC and the members of the UTC Group for any deductibles, self-insured retention, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handling fees, and other expenses incurred by UTC or any member of the UTC Group to the extent resulting from any access to, or any claims made by Carrier or Otis or any other members of their respective Groups under, any insurance provided pursuant to this Section 5.1(b), whether such claims are made by Carrier, its employees or any Third Parties or Otis, its employees or any Third Parties, as applicable; and (iii) Each of Carrier and Otis shall exclusively bear (and neither UTC nor any member of the UTC Group shall have any obligation to repay or reimburse Carrier or Otis or any member of their respective Groups for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by it or any member of its Group under the policies as provided for in this Section 5.1(b). In the event that (A) any member of the UTC Group incurs any losses, damages or Liability prior to or in respect of the period prior to the Applicable Third-Party Insurance Separation Date for which such member of the UTC Group is entitled to coverage under any Third-Party occurrence-based insurance policies of Carrier or Otis or any member of their respective Groups, (B) any member of the Carrier Group incurs any losses, damages or Liability prior to or in respect of the period prior to the Applicable Third-Party Insurance Separation Date for which such member of the Carrier Group is entitled to coverage under any Third-Party occurrence-based insurance policies of Xxxx or any member of its Group, or (C) any member of the Otis Group incurs any losses, damages or Liability prior to or in respect of the period prior to the Applicable Third-Party Insurance Separation Date for which such member of the Otis Group is entitled to coverage under any Third-Party occurrence-based insurance policies of Carrier or any member of its Group, then the terms of this Section 5.1(b), Section 5.1(e) and Section 5.1(f) shall apply, mutatis mutandis. (c) From and after the Effective Time, with respect to any Carrier Captive Liabilities or any Otis Captive Liabilities incurred prior to the Effective Time with respect to which the UTC Captive Entities retain Third-Party insurance or reinsurance coverage, the UTC Captive Entities will provide each of Carrier and Otis with access to, and each of Carrier and Otis may make claims under, the UTC Captive Entities’ Third-Party insurance or reinsurance policies in place immediately prior to the Effective Time and the UTC Captive Entities’ historical Third-Party insurance or reinsurance policies (in each case, solely to the extent coverage remains available), but solely to the extent that such policies provided coverage for such Carrier Captive Liabilities or Otis Captive Liabilities, as applicable; provided, that Carrier and Otis shall access and make claims under such insurance or reinsurance policies in good faith and in a manner consistent with past practice; provided, further, that such access to, and the right to make claims under, such insurance or reinsurance policies, shall be subject to the terms, conditions and exclusions of such insurance or reinsurance policies, including any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) Carrier or Otis shall notify UTC, as promptly as practicable, of IAC any claim made by it pursuant to this Section 5.1(c); (ii) Carrier or Otis and the members of their respective Groups shall indemnify, hold harmless and reimburse UTC and the members of the UTC Group for any deductibles, self-insured retention, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handling fees, and other expenses incurred by UTC or any member of the UTC Group to the extent resulting from any access to, or any claims made by Carrier or Otis or any other members of their respective Groups under, any insurance provided pursuant to this Section 5.1(c), whether such claims are made by Carrier, its employees or any Third Parties or Otis, its employees or any Third Parties, as applicable; and (iii) each of Carrier and Otis shall exclusively bear (and neither UTC nor any member of the UTC Group shall have any obligation to repay or reimburse Carrier or Otis or any member of their respective Groups for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by it or any member of its Group under the policies as provided for in this Section 5.1(c). (d) Except as expressly provided in Sections 5.1(b) and 5.1(c), none of UTC, Xxxxxxx, Xxxx or any member of their respective Groups shall have any rights to or under any of the insurance or reinsurance policies of the other Parties or any other member of their respective Groups, including, with respect to Carrier or Otis, any rights to or under, or any recourse to, any Assets or insurance policies or programs of any UTC Captive Entity. At the IAC Effective Time, each of Carrier and Otis shall have in effect all insurance programs required to comply with its contractual obligations and such other insurance or reinsurance policies or insurance contracts required by Law or as reasonably necessary or appropriate for companies operating a business similar to Carrier’s or Otis’s, respectively. For the avoidance of doubt, from and after the applicable Effective Time, neither UTC nor any member of its Group (including any UTC Captive Entity) shall have any Liability or obligation whatsoever with respect to any Carrier Captive Liabilities or any Otis Captive Liabilities, each of which shall be Carrier Liabilities or Otis Liabilities, respectively, for all purposes hereunder. (e) None of Xxxxxxx, Xxxx or any member of their respective Groups, in respect connection with making a claim under any insurance or reinsurance policy of periods prior UTC or any member of the UTC Group pursuant to this Section 5.1, shall take any action that would be reasonably likely to (i) have a material and adverse impact on the Relevant Time to survive then-current relationship between UTC or any member of the Relevant Time for UTC Group, on the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policiesone hand, and IAC the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or materially reducing coverage, or materially increasing the amount of any premium owed by UTC or any member of the UTC Group under the applicable insurance or reinsurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of UTC or any member of the UTC Group under the applicable insurance or reinsurance policy. (f) All payments and reimbursements by Carrier or Otis pursuant to this Section 5.1 will be made within forty-five (45) days after its receipt of an invoice therefor from UTC. UTC shall continue retain the exclusive right to administer control its insurance or reinsurance policies and programs (the “Control Right”), including the right to exhaust, settle, release, commute, buyback or otherwise resolve disputes with respect to any of its insurance or reinsurance policies and programs and to amend, modify or waive any rights under any such insurance or reinsurance policies and programs, notwithstanding whether any such policies or programs apply to any Carrier Liabilities or Otis Liabilities and/or claims Carrier or Otis has made or could make in the future; provided that UTC does not exercise the Control Right with the specific and primary purpose of depriving Carrier or Otis of the ability to access or make claims under such policies and programs on behalf of pursuant to this Section 5.1. Except to the relevant Spincos and extent in the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs exercise of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter Person’s express rights pursuant to such employee’s normal working time) of any employee or agent of IAC of any other relevant this Section 5.1, no member of the IAC Carrier Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working the Otis Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with UTC’s insurers with respect to any of UTC’s insurance or reinsurance policies and programs, or amend, modify or waive any rights under any such matter on behalf insurance or reinsurance policies and programs. Each of a Spinco Carrier and Otis shall cooperate with UTC and share such Information as is reasonably necessary in order to permit UTC to manage and conduct its insurance matters as UTC deems appropriate. For the avoidance of doubt, notwithstanding the foregoing, each Party and any member of its applicable Group has the sole right to settle or otherwise resolve any incidents or injuries with respect to it or any member of its Corresponding Group. Any proceeds received by IAC applicable Group vis-à-vis a Third-Party covered under an applicable insurance or any other member of the IAC Group after the Relevant Time under such policies and programs in respect of a Spinco or other members of its Corresponding Group shall be for the benefit of such Spinco and such other membersreinsurance policy. (cg) This Agreement is shall not intended be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC UTC Group in respect of any insurance or reinsurance policy or any other contract or policy of insurance. (dh) Nothing in this Agreement shall be deemed to restrict any Each of Carrier and Otis does hereby, for itself and each other member of its Group, agree that no member of the UTC Group shall have any Spinco Liability whatsoever as a result of the insurance or reinsurance policies and practices of UTC and the members of the UTC Group from acquiring as in effect at its own expense any other insurance policy in respect time, including as a result of the level or scope of any Liabilities such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy or covering the adequacy or timeliness of any periodnotice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) Each Spinco SHC and LE agree to cooperate in Good Faith to arrange insurance coverage for LE to be effective no later than the Distribution Date. If not obtained prior to the Distribution Date, then following such date, LE agrees to use its commercially reasonable efforts to obtain appropriate insurance policies for itself and the LE Entities covering those risks that, prior to the Effective Time, were jointly insured with the SHC Entities (such as foreign liability, umbrella liability, directors’ and officers’, crime and ocean freight insurance). In no event shall SHC, any other SHC Entity or any SHC Indemnified Party have any Liability or obligation whatsoever to any LE Entity in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any LE Entity for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. LE does hereby, for itself and each other member of its Corresponding GroupLE Entity, agree that no member of the IAC Group SHC Entity or any IAC SHC Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC SHC and its Affiliates as in effect at any time prior to the Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise, any professional or other advice with respect to the initial policies for LE, any handling of claims for LE, or any oversight or advice with respect to risk management or other insurance-related issues; provided that this Section 7.01(a8.1(a) shall not negate IACSHC’s agreement under Section 7.01(b8.1(b). (b) IAC SHC agrees to use its reasonable best efforts to cause the interest interests and rights of each Spinco LE and the other members of its Corresponding Group LE Entities as of the Relevant Effective Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Effective Time) of IAC SHC or any other member of the IAC Group SHC Entity in respect of periods the period prior to the Relevant Effective Time to survive the Relevant Effective Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, ; and IAC shall continue to administer such policies and programs on behalf of the relevant Spincos and the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco or any member of its Corresponding Group. Any proceeds received by IAC SHC or any other member of the IAC Group SHC Entity after the Relevant Effective Time under such policies and programs in respect of a Spinco or LE and the other members of its Corresponding Group LE Entities shall be for the benefit of LE and the other LE Entities; provided that the interests and rights of LE and the other LE Entities shall be subject to the terms and conditions of such Spinco insurance policies and programs, including any limits on coverage or scope, any deductibles and other fees and expenses and SHC’s allocation of the cost of claims to its business units, including LE, according to its allocation program in effect as of the Effective Time, and shall be subject to the following additional conditions: (i) LE shall report, on behalf of itself and other the LE Entities, as promptly as practicable, claims to SHC’s Vice President for Risk Management and the Deputy General Counsel of Litigation (or such other membersindividuals as SHC may designate in writing) and otherwise in accordance with SHC’s claim reporting procedures in effect immediately prior to the Effective Time (or in accordance with any modifications to such procedures after the Effective Time communicated by SHC to LE in writing); (ii) LE and the other LE Entities shall indemnify, hold harmless and reimburse SHC and the other SHC Entities for any premiums, retrospectively rated premiums, defense costs, settlements, judgments, legal fees, indemnity payments, deductibles, retentions, claim expenses and claim handling fees or other charges allocated to the LE Entities pursuant to the allocation program maintained by SHC in effect as of the Effective Time, whether such underlying claims are made by a LE Entity, its employees or a Third Party; and (iii) LE shall, and shall cause the other LE Entities to, cooperate with and assist SHC and the other SHC Entities and share such Information as is reasonably necessary in order to permit SHC and the SHC Entities to manage and conduct the insurance matters contemplated by this Article VIII, including, without limitation, the production of witnesses in accordance with Section 5.4; (iv) LE shall exclusively bear (and neither SHC nor any other SHC Entity shall have any obligation to repay or reimburse LE or any other LE Entity for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by LE or any other LE Entity under the policies as provided for in this Section 8.1(b). In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the LE Entities, on the one hand, and the SHC Entities, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Group submitted to SHC’s insurance carrier(s) (including any submissions prior to the Effective Time). To the extent that either Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to SHC’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium. Subject to the following sentence, SHC may elect not to reinstate the policy aggregate. In the event that SHC elects not to reinstate the policy aggregate, it shall provide prompt written notice to LE, and LE may direct SHC in writing to, and SHC shall, in such case, reinstate the policy aggregate in which case the policy aggregate shall accrue solely to LE’s benefit; provided that LE shall be responsible for all reinstatement premiums and other costs associated with such reinstatement; provided, further, that SHC shall have the right to pay its pro rata portion of the reinstatement premium and receive the pro rata benefit of the policy aggregate. In the event that any SHC Entity incurs any losses, damages or Liability prior to or in respect of the period prior to the Effective Time for which such SHC Entity is entitled to coverage under LE’s third-party insurance policies, the same process pursuant to this Section 8.1(b) shall apply, substituting “SHC” for “LE” and “LE” for “SHC.” (c) Except as provided in Section 8.1(b), from and after the Effective Time, neither LE nor any other LE Entity shall have any rights to or under any of the insurance policies of SHC or any other SHC Entity. (cd) Neither LE nor any other LE Entity, in connection with making a claim under any insurance policy of SHC or any other SHC Entity pursuant to this Section 8.1, shall take any action that would be reasonably likely to (i) have an adverse impact on the then-current relationship between SHC or any other SHC Entity, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by SHC or any other SHC Entity under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of SHC or any other SHC Entity under the applicable insurance policy. (e) Subject to Section 8.1(b), SHC and the other SHC Entities shall retain the exclusive right to control their insurance policies and programs, including the right to defend, exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of their insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any LE Liabilities and/or claims LE has made or could make in the future, and no LE Entity shall, without the prior written consent of SHC, erode, exhaust, settle, release, commute, buy-back or otherwise resolve disputes with insurers of SHC or other SHC Entities with respect to any of the insurance policies and programs of the SHC Entities, or amend, modify or waive any rights under any such insurance policies and programs. Neither SHC nor any other SHC Entity shall have any obligation to secure extended reporting for any claims under any of the insurance policies and programs of SHC or other SHC Entity for any acts or omissions by any LE Entity incurred prior to the Effective Time. (f) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Group LE Entity in respect of any insurance policy or any other contract or policy of insurance. (dg) Nothing in this Agreement shall be deemed to obligate SHC or any other SHC Entity to obtain or maintain credit insurance coverage to cover any Liabilities of the LE Entities that may at any time arise under any insurance coverage for any LE Entity. (h) Nothing in this Agreement shall be deemed to restrict any member of any Spinco Group LE Entity from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco does herebyParent and Arlo agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date. In no event shall Parent, for itself and each any other member of its Corresponding Group, agree that no the Parent Group or any Parent Indemnitee have Liability or obligation whatsoever to any member of the IAC Arlo Group in the event that any insurance policy or insurance policy related contract shall be terminated or otherwise cease to be in effect for any IAC Indemnified Party reason, shall have be unavailable or inadequate to cover any liability whatsoever as a result Liability of any member of the insurance policies and practices of IAC and its Affiliates as in effect at Arlo Group for any time prior to the Effective Time, including as a result of the level reason whatsoever or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b)be renewed or extended beyond the current expiration date. (b) IAC agrees Until the earlier of (x) the date Arlo has obtained in effect such insurance policies as meet the specifications set forth in Section 6.8(d) and (y) the Distribution Date (the “Insurance Termination Time”), Parent shall (i) cause the members of the Arlo Group and their respective employees, officers and directors to continue to be covered as insured parties under Parent’s Policies in place as of the date of this Agreement and (ii) permit the members of the Arlo Group and their respective employees, officers and directors to submit claims arising from or relating to facts, circumstances, events or matters that occurred prior to the earlier of the date Arlo has obtained the Arlo Policies or the Distribution Date, to the extent permitted by such Policies; provided, that Arlo is in compliance with its obligations set forth in Section 6.8(a) and shall use its commercially reasonable best efforts to cause obtain, effective as of the interest Distribution Date, insurance policies that meet the specifications set forth in Section 6.8(d). With respect to policies, if any, procured by Arlo for the sole benefit of the Arlo Group (“Arlo Policies”), Arlo shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided. Without limiting any of the rights or obligations of the parties pursuant to this Section 6.8, Parent and Arlo acknowledge that, as of immediately prior to the Distribution Date, Parent intends to take such action as it may deem necessary or desirable to remove the members of the Arlo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any Parent Policy. Arlo further acknowledges and agrees that, from and after the Insurance Termination Time, neither Arlo nor any member of the Arlo Group shall have any rights to or under any Parent Policies other than as expressly provided in this Section 6.8(b). (c) From and after the Separation Time, with respect to any losses, damages and Liability incurred by any member of each Spinco the Arlo Group prior to the Insurance Termination Time, Parent will provide Arlo with access to, and Arlo may make claims under, Parent’s Policies in place immediately prior to the Insurance Termination Time (and any extended reporting periods for claims made Policies) and Parent’s historical Policies, but solely to the extent that such Policies provided coverage for members of the Arlo Group or the Arlo Business prior to the Insurance Termination Time; provided, that such access to, and the right to make claims under, such Policies, shall be subject to the terms, conditions and exclusions of such Policies, including but not limited to any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) Arlo shall notify Parent, as promptly as practicable, of any claim made by Arlo pursuant to this Section 6.8(c); (ii) Arlo and the members of the Arlo Group shall indemnify, hold harmless and reimburse Parent and the members of the Parent Group for any deductibles, self-insured retention, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handling fees, and other expenses incurred by Parent or any members of the Parent Group to the extent resulting from any access to, or any claims made by Arlo or any other members of the Arlo Group under, any insurance provided pursuant to this Section 6.8(c), whether such claims are made by Arlo, its Corresponding Group as employees or third Persons; and (iii) Arlo shall exclusively bear (and neither Parent nor any members of the Relevant Time Parent Group shall have any obligation to repay or reimburse Arlo or any member of the Arlo Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by Arlo or any member of the Arlo Group under the Policies as insureds provided for in this Section 6.8(c). In the event an insurance policy aggregate is exhausted, or beneficiaries or in believed likely to be exhausted, due to noticed claims, the Arlo Group, on the one hand, the Parent Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Group submitted to Parent’s insurance carrier(s) (including any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted submissions prior to the Relevant Insurance Termination Time). To the extent that the Parent Group or the Arlo Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Parent’s insurance carrier(s), the other Party shall promptly pay the first Party an amount such that each Group has been properly allocated its pro rata portion of the reinstatement premium. Subject to the following sentence, a Party may elect not to reinstate the policy aggregate. In the event that a Party elects not to reinstate the policy aggregate, it shall provide prompt written notice to the other Party. A Party which elects to reinstate the policy aggregate shall be responsible for all reinstatement premiums and other costs associated with such reinstatement. In the event that any member of the Parent Group incurs any losses, damages or Liability prior to or in respect of the period prior to the Separation Time for which such member of the Parent Group is entitled to coverage under Arlo’s third-party Policies, the same process pursuant to this Section 6.8(c) shall apply, substituting “Parent” for “Arlo” and “Arlo” for “Parent,” including for purposes of IAC the first sentence of Section 6.8(f). (d) Except as provided in Section 6.8(b) and Section 6.7(c), from and after the Distribution Date, neither Arlo nor any member of the Arlo Group shall have any rights to or under any of the Policies of Parent or any other member of the IAC Parent Group. At the Distribution Date, Arlo shall have in effect all insurance programs required to comply with Arlo’s contractual obligations and such other Policies required by Law or as reasonably necessary or appropriate for companies operating a business similar to Arlo’s. (e) Neither Arlo nor any member of the Arlo Group, in connection with making a claim under any insurance policy of Parent or any member of the Parent Group in respect pursuant to this Section 6.8, shall take any action that would be reasonably likely to (i) have a material and adverse impact on the then-current relationship between Parent or any member of periods prior to the Relevant Time to survive Parent Group, on the Relevant Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policiesone hand, and IAC shall continue to administer such policies and programs the applicable insurance company, broker or third-party claims administrator, on behalf of the relevant Spincos and the other relevant members of hand; (ii) result in the Spinco Groupsapplicable insurance company terminating or materially reducing coverage, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of or materially increasing the amount of time actually spent on such matter to such employee’s normal working time) of any employee premium owed by Parent or agent of IAC of any other relevant member of the IAC Parent Group who under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of Parent or any member of the Parent Group under the applicable insurance policy. (f) All payments and reimbursements by Arlo pursuant to this Section 6.8 will be required made within forty-five (45) days after Arlo’s receipt of an invoice therefor from Parent, unless otherwise agreed in writing by the Parties. If Parent incurs costs to spend at least ten percent of his enforce Arlo’s obligations herein, Arlo agrees to indemnify and hold harmless Parent for such enforcement costs, including reasonable attorneys’ fees, pursuant to Section 5.6(b). Parent shall retain the exclusive right to control its Policies and programs, including the right to exhaust, settle, release, commute, buy-back or her normal working time over any ten (10) Business Days working otherwise resolve disputes with respect to any of its Policies and programs and to amend, modify or waive any rights under any such matter on behalf Policies and programs, notwithstanding whether any such Policies or programs apply to any Arlo Liabilities and/or claims Arlo has made or could make in the future, and no member of a Spinco the Arlo Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with Parent’s insurers with respect to any of Parent’s Policies and programs, or amend, modify or waive any rights under any such Policies and programs. Arlo shall cooperate with Parent and share such information as is reasonably necessary in order to permit Parent to manage and conduct its insurance matters as Parent deems appropriate. Neither Parent nor any member of the Parent Group shall have any obligation to secure extended reporting for any claims under any Policies of Parent or any member of the Parent Group for any acts or omissions by any member of the Arlo Group incurred prior to the Separation Time. For the avoidance of doubt, each Party and any member of its applicable Group has the sole right to settle or otherwise resolve third party claims made against it or any member of its Corresponding Group. Any proceeds received by IAC or any other member of the IAC applicable Group after the Relevant Time covered under such policies and programs in respect of a Spinco or other members of its Corresponding Group shall be for the benefit of such Spinco and such other membersan applicable insurance Policy. (cg) This Agreement is shall not intended be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Parent Group in respect of any insurance policy or any other contract or policy of insurance. (dh) Nothing in this Agreement shall be deemed to restrict any Arlo does hereby, for itself and each other member of the Arlo Group, agree that no member of the Parent Group shall have any Spinco Liability whatsoever as a result of the Policies and practices of Parent and the members of the Parent Group from acquiring as in effect at its own expense any other insurance policy in respect time, including as a result of the level or scope of any Liabilities such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, or covering the adequacy or timeliness of any periodnotice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) Each Spinco CHS and QHC agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Effective Time. In no event shall CHS, any other member of the CHS Group or any CHS Indemnitee have Liability or obligation whatsoever to any member of the QHC Group in the event that any insurance policy or other contract or policy of insurance is terminated or otherwise cease to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the QHC Group for any reason whatsoever, or is not be renewed or extended beyond the current expiration date. Furthermore, QHC acknowledges and agrees, on its own behalf and on behalf of each of the QHC Subsidiaries, that, from and after the Effective Time, neither QHC nor any of the QHC Subsidiaries shall have any rights to or under any of CHS’ or the CHS Subsidiaries’ insurance policies, other than any insurance policies acquired prior to the Effective Time directly by and in the name of a member of QHC or any of the QHC Subsidiaries or as expressly provided in this Section 5.01 or in the Employee Matters Agreement. (b) All insurance policies and programs acquired prior to the Effective Time by or held in the name of Quorum Health Resources (the “QHR Policies”) shall be retained by Quorum Health Resources and Quorum Health Resources shall retain responsibility for and have the exclusive right to control Insurance Administration with respect to the QHR Policies and any and all other rights with respect to the QHR Policies. (c) Notwithstanding Section 5.01(a) and except as provided in Section 5.01(b), from and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the QHC Group prior to the Effective Time: (i) QHC shall report any claim to CHS, as promptly as practicable, and in any event in sufficient time so that CHS may make such claim in accordance with CHS’ claim reporting procedures then in effect; (ii) Except to the extent such loss is a CHS Indemnity Obligation, QHC and the members of the QHC Group shall indemnify, hold harmless and reimburse CHS and the members of the CHS Group for any deductibles, self-insured retention (other than any such retention under a CHS Group captive insurance arrangement), fees and expenses incurred by CHS or any members of the CHS Group to the extent resulting from any claims made by CHS or any other members of the CHS Group under any CHS Insurance Policy, including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by CHS, its employees or third Persons (it being understood that amounts recovered under a CHS Group captive insurance arrangement shall not be deemed to be fees and expenses incurred by CHS or any member of the CHS Group); and (iii) Except to the extent such loss is a CHS Indemnity Obligation, QHC shall exclusively bear (and neither CHS nor any members of the CHS Group shall have any obligation to repay or reimburse QHC or any member of the QHC Group for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of any claims made by CHS or any member of the CHS Group under the CHS Insurance Policies. In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the QHC Group, on the one hand, and the CHS Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Group submitted to CHS’ insurance carrier(s) (including any submissions prior to the Effective Time). To the extent that the CHS Group or the QHC Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to CHS’ insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group shall be properly allocated its pro rata portion of the reinstatement premium. Subject to the following sentence, CHS may elect not to reinstate the policy aggregate. In the event that CHS elects not to reinstate the policy aggregate, it shall provide prompt written notice to QHC, and QHC may direct CHS in writing to, and CHS shall, in such case, reinstate the policy aggregate; provided, that QHC shall then be responsible for all reinstatement premiums and other costs associated with such reinstatement. In the event that any member of the CHS Group incurs any losses, damages or Liability prior to or in respect of the period prior to the Effective Time for which such member of the CHS Group is entitled to coverage under QHC’s insurance policies, the same process pursuant to this Section 5.01(c) shall apply, substituting “CHS” for “QHC” and “QHC” for “CHS.” (d) Any payments, costs and adjustments required pursuant to Section 5.01(c) shall be billed by CHS, on behalf of itself and the CHS Subsidiaries, to QHC on a monthly basis and QHC, on behalf of itself and the QHC Subsidiaries, shall pay such payments, costs and adjustments to CHS within thirty (30) days from receipt of invoice. If CHS incurs costs to enforce QHC’s obligations under this Section 5.01, QHC agrees to indemnify CHS for such enforcement costs, including reasonable attorneys’ fees. (e) From and after the Effective Time, neither QHC nor any member of the QHC Group shall have any rights to or under any of the insurance policies of CHS or any other member of the CHS Group. Such CHS insurance programs include general liability, commercial auto liability, workers’ compensation, employers liability, product liability, professional services and malpractice liability, property, cargo, employment practices liability, employee dishonesty/crime, aircraft hull and liability, directors’ and officers’ liability, fiduciary liability and special accident. At the Effective Time, QHC shall have in effect all insurance programs required to comply with QHC’s statutory and contractual obligations and such other insurance policies as reasonably necessary or customary for companies operating a business similar to the QHC Business. (f) Neither QHC nor any member of the QHC Group, in connection with making a claim under any insurance policy of CHS or any member of the CHS Group pursuant to this Section 5.01, shall take any action (other than the act of making the claim) that would be reasonably likely to (i) have an adverse impact on the then-current relationship between CHS or any member of the CHS Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by CHS or any member of the CHS Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of CHS or any member of the CHS Group under the applicable insurance policy. CHS and the other members of the CHS Group, in connection with reporting, administering or handling a claim on behalf of QHC or any member of the QHC Group under any insurance policy of CHS or any member of the CHS Group pursuant to this Section 5.01, will use commercially reasonable efforts to avoid taking any action (other than the act of making the claim) that would be reasonably likely to have an adverse impact on the then-current relationship between QHC or any member of the QHC Group, on the one hand, and the applicable insurance company, on the other hand, if such insurance company is also an insurer of QHC or any member of the QHC Group. (g) CHS shall retain responsibility for and have the exclusive right to control Insurance Administration of its insurance policies and programs and any and all other rights with respect to its insurance policies and programs, including the right to exhaust, settle, release, commute, buyback or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any QHC Liabilities and/or claims QHC has made or could make in the future, and no member of the QHC Group shall (without the prior written consent of CHS) erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with CHS’ insurers with respect to any of CHS’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. QHC shall cooperate with CHS and share such information as is reasonably necessary to permit CHS to manage and conduct its insurance matters as it deems appropriate. (h) QHC shall, and shall cause the members of the QHC Group to, use commercially reasonable efforts, at CHS’ reasonable request, to assist CHS in making claims under the CHS Insurance Policies. CHS shall, to the extent such recovery relates to a CHS Indemnity Obligation, promptly (and in any event within thirty (30) days after CHS’ receipt thereof) pay over to QHC or the applicable member of the QHC Group any Insurance Proceeds that are received by CHS or any member of the CHS Group in respect of such claims. (i) Neither CHS nor any of the CHS Subsidiaries shall have any obligation to secure stand-alone policies or additional extending reporting coverage for any claims under any of CHS’ or the CHS Subsidiaries’ claims-made or occurrence-reported liability policies for any acts or omissions by QHC or any QHC Subsidiary incurred prior to the Effective Time. (j) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either CHS or any CHS Subsidiary in respect of any of the CHS insurance policies and programs or any other contract or policy of insurance. (k) QHC does hereby, for itself and each other member of its Corresponding the QHC Group, agree that no member of the IAC CHS Group or any IAC Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC CHS and its Affiliates the members of the CHS Group as in effect at any time prior to the Effective Timetime, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b). (bl) IAC agrees The Parties shall utilize the procedures set forth in Article VIII to use its reasonable best efforts to cause resolve any disputes regarding the interest and rights of each Spinco and the other members of its Corresponding Group as of the Relevant Time as insureds submission or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Time) of IAC or any other member of the IAC Group in respect of periods prior to the Relevant Time to survive the Relevant Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC shall continue to administer such policies and programs on behalf of the relevant Spincos and the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) pursuit of any employee or agent of IAC of claim under any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco or any member of its Corresponding Group. Any proceeds received by IAC or any other member of the IAC Group after the Relevant Time under such policies and programs in respect of a Spinco or other members of its Corresponding Group shall be for the benefit of such Spinco and such other membersCHS Insurance Policy. (c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Group in respect of any insurance policy or any other contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco does hereby, The Parties agree that: (i) coverage for itself PJT LP and each other member of its Corresponding Group, agree that no member of the IAC Group or any IAC Indemnified Party shall have any liability whatsoever as a result PJT Group, the Carbon Assets and the Carbon Business for the period after the Effective Time under all of the insurance policies maintained by BX or any member of the Blackstone Group prior to the Effective Time will be terminated effective as of the Effective Time and practices (ii) upon such termination, PJT LP and each member of IAC the PJT Group, the Carbon Assets and its Affiliates as in effect the Carbon Business will cease to be covered under such policies with respect to the period after the Effective Time. (b) Each of the Parties shall use commercially reasonable efforts to cooperate to obtain for PJT LP and the PJT Group at or prior to the Effective Time any time insurance policies agreed by BX and the Founder, acting reasonably, to be reasonably necessary to replace the coverage currently provided by the insurance policies maintained by BX and the members of the Blackstone Group with respect to the Carbon Assets and the Carbon Business for incidents arising prior to the Effective Time. All reasonable out-of-pocket costs and expenses incurred by BX or any member of the Blackstone Group pursuant to this Section 7.8(b) shall be reimbursed by PJT LP promptly after the Effective Time. (c) In the event that the PJT Group, any of the Carbon Assets or the Carbon Business suffers or has suffered any loss that is insured under the insurance policies maintained by BX or the members of the Blackstone Group and arises or has arisen prior to the Effective Time, including as a result BX shall, or shall cause the appropriate member of its Group to, surrender to PJT LP after the level Effective Time any Insurance Proceeds received by BX or scope of any Blackstone Group member under any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier policy with respect to such loss. BX or any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b). (b) IAC agrees to use its reasonable best efforts to cause the interest and rights of each Spinco and the other members of its Corresponding Group as of the Relevant Time as insureds Affiliates may, at any time, without liability or beneficiaries or in obligation to any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Time) of IAC or any other member of the IAC PJT Group in respect or any of periods prior to the Relevant Time to survive the Relevant Time Parties, amend, commute, terminate, buy out, extinguish liability under or otherwise modify any insurance policy maintained by BX or any of its Affiliates. Neither BX nor any of its Affiliates shall bear any Liability for the period for which such interests and rights would have survived without regard failure of an insurer to the transactions contemplated hereby to the extent permitted pay any claim under any insurance policy maintained by such policies, and IAC shall continue to administer such policies and programs on behalf of the relevant Spincos and the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco BX or any member of its Corresponding the Blackstone Group. Any proceeds received by IAC or any other member of the IAC Group after the Relevant Time under such policies and programs in respect of a Spinco or other members of its Corresponding Group shall be for the benefit of such Spinco and such other members. (c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Group in respect of any insurance policy or any other contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco does herebyWith respect to events or circumstances relating to the Purchased Assets, for itself assets and each other member of its Corresponding Group, agree that no member liabilities of the IAC Group or any IAC Indemnified Party shall have any liability whatsoever as a result Purchased Entities, Assumed Liabilities, the members of the AHD Group and the employees of the members of the AHD Group that occurred or existed prior to the Closing that are covered by the AHD Group’s or the Atlas Group’s occurrence-based liability insurance policies and practices of IAC and its Affiliates as any workers’ compensation insurance policies and/or comparable workers’ compensation self-insurance, State or country programs that are in effect at any time prior to the Effective TimeClosing (the “Pre-Closing Insurance Policies”), including as a result of the level or scope of any AHD may make claims under such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b). (b) IAC agrees to use its reasonable best efforts to cause the interest and rights of each Spinco and the other members of its Corresponding Group as of the Relevant Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Time) of IAC or any other member of the IAC Group in respect of periods prior to the Relevant Time to survive the Relevant Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC shall continue to administer such policies and programs on behalf are available, and Atlas shall take such actions as may reasonably be requested by AHD in connection with the tendering of such claims to the relevant Spincos applicable insurers under such Pre-Closing Insurance Policies and to provide AHD with the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual net proceeds (less any reasonable out-of-pocket costs of Atlas from making the claim on behalf of AHD) it realizes with respect to such ongoing administration claims; provided, however that (i) AHD shall be liable for all uninsured or uncovered amounts for such claims and (ii) AHD shall notify Atlas of all such coverage claims made. The rights of the members of the AHD Group pursuant to this Section 7.10 shall include any and all rights of an insured party with respect to such claims, including but not limited to the receipt of insurance proceeds, rights of indemnity and the internal costs (based on right to be defended by or at the proportion expense of the amount insurer. For the avoidance of time actually spent on such matter doubt, Atlas shall retain all rights to such employee’s normal working time) of any employee control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or agent of IAC of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working otherwise resolve disputes with respect to any such matter on behalf of a Spinco or any member of its Corresponding insurance policies and programs, notwithstanding whether any such policies or programs apply to any Liabilities of AHD; provided that Atlas shall not take any action or omit to take any action for the purpose of limiting AHD’s ability to make claims and recover proceeds pursuant to this Section 7.10 (it being understood that actions undertaken by Atlas for other purposes may have such effect). Atlas agrees to cooperate with AHD in the administration and handling of insurance claims under this Section 7.10, and to keep AHD informed on a continuing basis of remaining aggregate limits of coverage, deductible payments, retrospective premium payments and other material matters relevant to continued dealings with insurers providing coverage for Liabilities of the members of the AHD Group. Any proceeds received by IAC or With respect to any other member open claims as of the IAC Closing against the Pre-Closing Insurance Policies relating to the Purchased Assets, assets and liabilities of the Purchased Entities, Assumed Liabilities, the members of the AHD Group after or the Relevant Time under employees of the members of the AHD Group, Atlas shall, upon the request of AHD and at AHD’s sole expense, use its commercially reasonable efforts to pursue such policies claims and programs receive proceeds in respect of a Spinco or other members of its Corresponding Group shall be for the benefit of such Spinco and such other membersthereof. (cb) This Nothing in this Agreement is not intended to relieve any insurer of any Liability under any insurance policy. Nothing in this Agreement shall be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Atlas Group in respect of any member of the Atlas Group’s insurance policy policies and programs or any other contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco Novelis does hereby, for itself and each other member of its Corresponding Novelis Group, agree that no member of the IAC Alcan Group or any IAC Alcan Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC Alcan and its Affiliates as in effect at any time prior to the Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b). (b) IAC Alcan agrees to use its reasonable best efforts to cause the interest and rights of each Spinco Novelis and the other members of its Corresponding Novelis Group as of the Relevant Effective Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Effective Time) of IAC Alcan or any other member of the IAC Alcan Group in respect of periods prior to the Relevant Effective Time to survive the Relevant Effective Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC Alcan shall continue to administer such policies and programs on behalf of Novelis and the relevant Spincos other members of Novelis Group, subject to Novelis reimbursement to Alcan and the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Alcan Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s 's normal working time) of any employee or agent of IAC Alcan of any other relevant member of the IAC Alcan Group who will be required to spend at least ten percent of his or her their normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco or any member of its Corresponding Groupmatter. Any proceeds received by IAC or Alcan of any other member of the IAC Alcan Group after the Relevant Effective Time under such policies and programs in respect of a Spinco or Novelis and the other members of its Corresponding Novelis Group shall be for the benefit of Novelis and the other members of Novelis Group. Notwithstanding the foregoing, such Spinco insurance proceeds payable in respect of Novelis and the other members of Novelis Group for periods prior to the Effective Time shall be for the benefit of Alcan and its Affiliates (excluding, for greater certainty, Novelis and the other members of Novelis Group) to the extent such other membersproceeds relate to expenditures that have been made prior to the Effective Time. (c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Alcan Group in respect of any insurance policy or any other contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco Novelis Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco Match does hereby, for itself and each other member of its Corresponding the Match Group, agree that no member of the IAC Group or any IAC Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC and its Affiliates as in effect at any time prior to the Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a5.12(a) shall not negate IAC’s agreement under Section 7.01(b5.01(a). (b) IAC agrees to use its reasonable best efforts to cause the interest and rights of each Spinco Match and the other members of its Corresponding the Match Group as of the Relevant Effective Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Effective Time) of IAC or any other member of the IAC Group in respect of periods prior to the Relevant Effective Time to survive the Relevant Effective Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC shall continue to administer such policies and programs on behalf of the relevant Spincos Match and the other relevant members of the Spinco GroupsMatch Group, subject to such SpincoMatch’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco Match or any member of its Corresponding the Match Group. Any proceeds received by IAC or any other member of the IAC Group after the Relevant Effective Time under such policies and programs in respect of a Spinco Match or other members of its Corresponding the Match Group shall be for the benefit of such Spinco Match and such other members. (c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Group in respect of any insurance policy or any other contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco the Match Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco TripAdvisor does hereby, for itself and each other member of its Corresponding the TripAdvisor Group, agree that no member of the IAC Expedia Group or any IAC Expedia Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC Expedia and its Affiliates as in effect at any time prior to the Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a8.01(a) shall not negate IACExpedia’s agreement under Section 7.01(b8.01(b). (b) IAC Expedia agrees to use its reasonable best efforts to cause the interest and rights of each Spinco TripAdvisor and the other members of its Corresponding the TripAdvisor Group as of the Relevant Effective Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Effective Time) of IAC Expedia or any other member of the IAC Expedia Group in respect of periods prior to the Relevant Effective Time to survive the Relevant Effective Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC Expedia shall continue to administer such policies and programs on behalf of TripAdvisor and the relevant Spincos other members of the TripAdvisor Group, subject to TripAdvisor’s reimbursement to Expedia and the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Expedia Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC Expedia of any other relevant member of the IAC Expedia Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco or any member of its Corresponding Groupmatter. Any proceeds received by IAC Expedia or any other member of the IAC Expedia Group after the Relevant Effective Time under such policies and programs in respect of a Spinco or TripAdvisor and the other members of its Corresponding the TripAdvisor Group shall be for the benefit of such Spinco TripAdvisor and such the other membersmembers of the TripAdvisor Group. (c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Expedia Group in respect of any insurance policy or any other contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco the TripAdvisor Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco NewCo does hereby, for itself and each other member of its Corresponding the HomeAdvisor Group, agree that no member of the IAC Group or any IAC Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC and its Affiliates as in effect at any time prior to the Contribution Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a5.12(a) shall not negate IAC’s agreement under Section 7.01(b5.01(a). (b) IAC agrees to use its reasonable best efforts to cause the interest and rights of each Spinco NewCo and the other members of its Corresponding the HomeAdvisor Group as of the Relevant Contribution Effective Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Contribution Effective Time) of IAC or any other member of the IAC Group in respect of periods prior to the Relevant Contribution Effective Time to survive the Relevant Contribution Effective Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC shall continue to administer such policies and programs on behalf of the relevant Spincos NewCo and the other relevant members of the Spinco GroupsHomeAdvisor Group, subject to such SpincoNewCo’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco NewCo or any another member of its Corresponding the HomeAdvisor Group. Any proceeds received by IAC or any other member of the IAC Group after the Relevant Contribution Effective Time under such policies and programs in respect of a Spinco NewCo or other members of its Corresponding the HomeAdvisor Group shall be for the benefit of such Spinco NewCo and such other members. (c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Group in respect of any insurance policy or any other contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco the HomeAdvisor Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco does herebyThe Parties intend by this Agreement that, for itself to the extent permitted under the terms of any applicable occurrence-based insurance policy, each of Parent and SpinCo, their respective Group Members, and each of their respective directors, officers and employees will have and will be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time as an insured, additional insured, or loss payee under any occurrence-based policy or any agreements related to such occurrence-based policies in effect before the Effective Time, with respect to events occurring before the Effective Time. The party to whom each occurrence-based insurance program is assigned at the Effective Time is specified on Section 5.13 of the Disclosure Schedules, and the counterparty will continue to have rights to pursue coverage under such policy(s) pursuant to the terms of this Section 5.13. (b) The Parties intend by this Agreement that, to the extent permitted under the terms and conditions of any applicable claims made or discovery insurance policy, each of Parent and SpinCo, their respective Group Members, and each of their respective directors, officers and employees will continue to exercise all rights that any of them may have as of the Effective Time as an insured, additional insured, or loss payee under any claims made or discovery insurance policy, or any agreements related to such claims made or discovery policies in effect before the Effective Time, with respect to events occurring before the Effective Time. The respective entity inheriting each claims made or discovery insurance program is specified on Section 5.13 of the Disclosure Schedules, and the counterparty will have rights to coverage under such policy(s) pursuant to the terms of this Section 5.13. (c) After the Effective Time, Parent (and each other member Parent Group Member) and SpinCo (and each other SpinCo Group Member) shall not, without the consent of its Corresponding GroupParent or SpinCo, agree respectively (such consent not to be unreasonably withheld, conditioned or delayed), provide any insurance carrier with a release or amend, modify or waive any rights under any insurance policy if such release, amendment, modification or waiver thereunder would materially adversely affect any rights of any Group Member of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that no the foregoing shall not (i) preclude any Group Member from presenting any claim or from exhausting any policy limit, (ii) require any Group Member to pay any premium or other amount or to incur any Liability or (iii) require any Group Member to renew, extend or continue any policy in force. (d) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy. (e) No member of the IAC Parent Group or any IAC Indemnified Party shall Parent Indemnitee will have any liability Liabilities whatsoever as a result of the insurance policies and practices of IAC and its Affiliates as in effect at any time prior to before the Effective Time, including as a result of (i) the level or scope of any such insurance, (ii) the creditworthiness of any insurance carrier, (iii) the terms and conditions of any policy, or (iv) the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b)claim. (bf) IAC agrees to use its reasonable best efforts to cause the interest and rights of each Spinco and the other members of its Corresponding Group as of the Relevant Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs Except to the extent a claim has been submitted prior to the Relevant Time) of IAC otherwise provided in Section 5.13(c), in no event will Parent, any other Parent Group Member or any other member Parent Indemnitee have any Liability or obligation whatsoever to any SpinCo Group Member if any insurance policy is terminated by an insurer, is unavailable due to liquidation of the IAC Group in respect of periods prior an insurer, or inadequate to the Relevant Time to survive the Relevant Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC shall continue to administer such policies and programs on behalf of the relevant Spincos and the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) cover any Liability of any employee SpinCo Group Member for any reason whatsoever, or agent of IAC is not renewed or extended beyond the current expiration date of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco or any member of its Corresponding Group. Any proceeds received by IAC or any other member of the IAC Group after the Relevant Time under such policies and programs in respect of a Spinco or other members of its Corresponding Group shall be for the benefit of such Spinco and such other membersinsurance policy. (cg) This Agreement is shall not intended as be considered an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Parent Group Member in respect of any insurance policy or any other contract or policy of insurance. (dh) Nothing in this Agreement shall will be deemed to restrict any member of any Spinco SpinCo Group Member from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period. (i) To the extent that any insurance policy provides for the reinstatement of policy limits, and both Parent and SpinCo desire to reinstate such limits, the cost of reinstatement will be shared by Parent and SpinCo as the Parties may agree. If either Party, in its sole discretion, determines that such reinstatement would not be beneficial, that Party shall not contribute to the cost of reinstatement and will not make any claim thereunder nor otherwise seek to benefit from the reinstated policy limits. (j) Upon the reasonable request of the other Party, each of SpinCo and Parent will share such information as is reasonably necessary in order to permit the other Party to manage and conduct its insurance matters in an orderly fashion and provide the other Party with any assistance that is reasonably necessary or beneficial in connection with such Party’s insurance matters.

Insurance Matters. (a) Each Spinco Expedia does hereby, for itself and each other member of its Corresponding Expedia Group, agree that no member of the IAC Group or any IAC Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC and its Affiliates as in effect at any time prior to the Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b). (b) IAC agrees to use its reasonable best efforts to cause the interest and rights of each Spinco Expedia and the other members of its Corresponding Expedia Group as of the Relevant Effective Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Effective Time) of IAC or any other member of the IAC Group in respect of periods prior to the Relevant Effective Time to survive the Relevant Effective Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC shall continue to administer such policies and programs on behalf of the relevant Spincos Expedia and the other relevant members of the Spinco GroupsExpedia Group, subject to such SpincoExpedia’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco or any member of its Corresponding Groupmatter. Any proceeds received by IAC or any other member of the IAC Group after the Relevant Effective Time under such policies and programs in respect of a Spinco or Expedia and the other members of its Corresponding Expedia Group shall be for the benefit of such Spinco Expedia and such the other membersmembers of Expedia Group. (c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Group in respect of any insurance policy or any other contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco Novelis does hereby, for itself and each other member of its Corresponding Novelis Group, agree that no member of the IAC Alcan Group or any IAC Alcan Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC Alcan and its Affiliates as in effect at any time prior to the Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b). (b) IAC Alcan agrees to use its reasonable best efforts to cause the interest and rights of each Spinco Novelis and the other members of its Corresponding Novelis Group as of the Relevant Effective Time as insureds or beneficiaries or in any other capacity under occurrence-based occurrence‑based insurance policies and programs (and under claims-made claims‑made policies and programs to the extent a claim has been submitted prior to the Relevant Effective Time) of IAC Alcan or any other member of the IAC Alcan Group in respect of periods prior to the Relevant Effective Time to survive the Relevant Effective Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC Alcan shall continue to administer such policies and programs on behalf of Novelis and the relevant Spincos other members of Novelis Group, subject to Novelis reimbursement to Alcan and the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Alcan Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s 's normal working time) of any employee or agent of IAC Alcan of any other relevant member of the IAC Alcan Group who will be required to spend at least ten percent of his or her their normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco or any member of its Corresponding Groupmatter. Any proceeds received by IAC or Alcan of any other member of the IAC Alcan Group after the Relevant Effective Time under such policies and programs in respect of a Spinco or Novelis and the other members of its Corresponding Novelis Group shall be for the benefit of Novelis and the other members of Novelis Group. Notwithstanding the foregoing, such Spinco insurance proceeds payable in respect of Novelis and the other members of Novelis Group for periods prior to the Effective Time shall be for the benefit of Alcan and its Affiliates (excluding, for greater certainty, Novelis and the other members of Novelis Group) to the extent such other membersproceeds relate to expenditures that have been made prior to the Effective Time. (c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Alcan Group in respect of any insurance policy or any other contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco Novelis Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.. Article XI - EXCHANGE OF INFORMATION; CONFIDENTIALITY

Insurance Matters. (a) Each Spinco The Company does hereby, for itself and each other member of its Corresponding the Company Group, agree that no member of the IAC ECC Group or any IAC ECC Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC ECC and its Affiliates as in effect at any time prior to the Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b). (b) IAC ECC agrees to use its reasonable best efforts to cause the interest and rights of each Spinco the Company and the other members of its Corresponding the Company Group as of the Relevant Effective Time as insureds, additional named insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Effective Time) of IAC ECC or any other member of the IAC ECC Group in respect of periods prior to the Relevant Effective Time to survive the Relevant Effective Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC ECC shall continue to administer such policies and programs on behalf of the relevant Spincos Company and the other members of the Company Group, subject to the Company’s reimbursement to ECC and the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC ECC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC ECC of any other relevant member of the IAC ECC Group who will be required to spend at least [ten percent (10%) of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco or any member of its Corresponding Groupmatter]. Any proceeds received by IAC ECC or any other member of the IAC ECC Group after the Relevant Effective Time under such policies and programs in respect of a Spinco or the Company and the other members of its Corresponding the Company Group shall be for the benefit of such Spinco the Company and such the other membersmembers of the Company Group. (c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC ECC Group in respect of any insurance policy or any other contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco the Company Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco Controlled does hereby, for itself and each other member of its Corresponding the TG Group, agree that no member of the IAC SVM Group or any IAC SVM Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC and its Affiliates the SVM Group as in effect at any time prior to the Distribution Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise, any professional or other advice with respect to the initial policies for Controlled, any handling of claims for Controlled, or any oversight or advice with respect to risk management or other insurance-related issues; provided provided, that this Section 7.01(a8.1(a) shall not negate IACDistributing’s agreement under Section 7.01(b8.1(b). (b) IAC Except as otherwise expressly provided in this Article VIII, Controlled shall have sole responsibility for obtaining insurance coverage for its respective operations effective as of the Closing. To the extent that after the Closing any Party requires any information regarding claim data, payroll or other information in order to make filings with insurance carriers or self-insurance regulators from another Party hereto, the Parties of the other Group will promptly supply such information. (c) Distributing agrees to use its commercially reasonable best efforts to cause the interest interests and rights of each Spinco Controlled and the other members of its Corresponding the TG Group as of the Relevant Distribution Effective Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs issued by any insurer or reinsurer which is not controlled by any member of the SVM Group (and under claims-made policies and programs to the extent a claim has been properly submitted prior to the Relevant Distribution Effective Time) of IAC or any other member of the IAC Group in respect of periods the period prior to the Relevant Distribution Effective Time to survive the Relevant Distribution Effective Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies; provided, that the interests and IAC rights of Controlled and the other members of the TG Group shall continue be subject to administer the terms and conditions of such insurance policies and programs, including any limits on coverage or scope, any deductibles and other fees and expenses and Distributing’s allocation of the cost of claims to its business units, including Controlled, according to its allocation program in effect as of the Distribution Effective Time. (d) With respect to claims, acts, omissions, events, or circumstances occurring prior to January 1, 2014 that Controlled in good faith believes are covered by Distributing’s occurrence-based insurance policies (including general liability, automobile liability, or workers’ compensation insurance policies) (collectively, the “Policies,”), Controlled may make claims under such policies subject to the terms and conditions of such policies and programs on behalf this Agreement (“Insurance Claims”). To the extent that deductibles under the general liability, automobile liability, or workers’ compensation policies (the “Deductibles”) apply to claims under the Policies, Distributing shall facilitate the administration and processing of such Insurance Claims in a manner that makes available to Controlled the benefit of the relevant Spincos deductible reimbursement policies issued by Xxxxxxx Insurance Company to TruGreen prior to January 1, 2014. In addition, Distributing will process and pay all Deductibles with respect to Insurance Claims under the other relevant members of the Spinco GroupsPolicies, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working reimbursement, if any, by Xxxxxxx Insurance Company with respect to any such matter Insurance Claims shall be paid to Distributing. In connection with any Insurance Claim, (i) Controlled shall report in writing, on behalf of a Spinco itself and other members of the TG Group, as promptly as practicable Insurance Claims, in reasonable detail of the nature and circumstances surrounding such Insurance Claim, in accordance with the SVM Group’s claim reporting procedures in effect immediately prior to the Distribution Effective Time (or in accordance with any modifications to such procedures after the Distribution Effective Time communicated by Distributing to Controlled in writing); (ii) Controlled, TG LP and the other members of the TG Group shall indemnify, hold harmless and reimburse Distributing and the other members of the SVM Group for any premiums, retrospectively rated premiums, defense costs, indemnity payments, deductibles, retentions, claim expenses and claim handling fees or other charges allocated to members of the TG Group pursuant to the allocation program maintained by the SVM Group in effect as of the Distribution Effective Time, in each case subject to any insurance or indemnity coverage provided for such amounts under insurance policies or indemnities provided Xxxxxxx Insurance Company to any member of the TG Group; (iii) Controlled shall, and shall cause other members of the TG Group, at its Corresponding Group. Any proceeds received and their own expense, to, cooperate and assist with Distributing and other members of the SVM Group and share such information as is reasonably necessary in order to permit Distributing and members of the SVM Group to manage and conduct the insurance matters contemplated by IAC this Article VIII, including, without limitation, the production of witnesses and documents in accordance with Section 6.4; (iv) Controlled shall exclusively bear (and Distributing shall have no obligation to repay or reimburse Controlled for) the amount of all uninsured, unrecovered, unavailable or uncollectible amounts in respect of such Insurance Claim, except to the extent Controlled is entitled to be indemnified in connection with such Insurance Claim pursuant to this Agreement; and (v) Distributing and the other members of the SVM Group shall be relieved of their obligations under Section 8.1(c) and this Section 8.1(d) insofar as any other member of the IAC TG Group after fails to comply with the Relevant Time under such reasonable requests of any member of the SVM Group or its insurers or reinsurers. (e) Subject to Section 8.1(c), Distributing and other members of the SVM Group shall retain the exclusive right to control their insurance policies and programs, including the right to defend, exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of their insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any TG Liabilities and/or claims Controlled has made or could make in respect the future, and no member of a Spinco the TG Group shall, without the prior written consent of Distributing, erode, exhaust, settle, release, commute, buy-back or otherwise resolve disputes with insurers of Distributing or other members of its Corresponding the SVM Group with respect to any of the insurance policies and programs of the SVM Group, or amend, modify or waive any rights under any such insurance policies and programs. Neither Distributing nor any other members of the SVM Group shall be have any obligation to secure extended reporting for any claims under any of the benefit insurance policies and programs of such Spinco and such Distributing or other membersmembers of the SVM Group for any acts or omissions by any member of the TG Group incurred prior to the Distribution Effective Time. (cf) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC TG Group in respect of any insurance policy or any other contract or policy of insurance. (dg) Nothing in this Agreement shall be deemed to restrict any member of any Spinco the TG Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco Match does hereby, for itself and each other member of its Corresponding the Match Group, agree that no member of the IAC Group or any IAC Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC and its Affiliates as in effect at any time prior to the Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a5.12(a) shall not negate IAC’s agreement under Section 7.01(b5.01(a). (b) IAC agrees to use its reasonable best efforts to cause the interest and rights of each Spinco Match and the other members of its Corresponding the Match Group as of the Relevant Effective Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Effective Time) of IAC or any other member of the IAC Group in respect of periods prior to the Relevant Effective Time to survive the Relevant Effective Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC shall continue to administer such policies and programs on behalf of the relevant Spincos Match and the other relevant members of the Spinco GroupsMatch Group, subject to such SpincoMatch’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco Match or any member of its Corresponding the Match Group. Any proceeds received by IAC or any other member of the IAC Group after the Relevant Effective Time under such policies and programs in respect of a Spinco Match or other members of its Corresponding the Match Group shall be for the benefit of such Spinco Match and such other members. (c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Group in respect of any insurance policy or any other contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Each Spinco Expedia does hereby, for itself and each other member of its Corresponding Expedia Group, agree that no member of the IAC Group or any IAC Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC and its Affiliates as in effect at any time prior to the Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b). (b) IAC agrees to use its reasonable best efforts to cause the interest and rights of each Spinco Expedia and the other members of its Corresponding Expedia Group as of the Relevant Effective Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Effective Time) of IAC or any other member of the IAC Group in respect of periods prior to the Relevant Effective Time to survive the Relevant Effective Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC shall continue to administer such policies and programs on behalf of the relevant Spincos Expedia and the other relevant members of the Spinco GroupsExpedia Group, subject to such SpincoExpedia’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco or any member of its Corresponding Groupmatter. Any proceeds received by IAC or any other member of the IAC Group after the Relevant Effective Time under such policies and programs in respect of a Spinco or Expedia and the other members of its Corresponding Expedia Group shall be for the benefit of such Spinco Expedia and such the other membersmembers of Expedia Group. (c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IAC Group in respect of any insurance policy or any other contract or policy of insurance. (d) Nothing in this Agreement shall be deemed to restrict any member of any Spinco Expedia Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.