Insurance Matters. (a) The Parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Seaport Entertainment, each other member of the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainment, any other member of the Seaport Entertainment Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Time, with respect to events occurring before the Effective Time. (b) After the Effective Time, HHH (and each other member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall not, without the consent of Seaport Entertainment or HHH, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force. (c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy. (d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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. (e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy. (f) 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 any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance. (g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period. (h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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. (i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Seaport Entertainment Group Inc.), Separation and Distribution Agreement (Seaport Entertainment Group Inc.)
Insurance Matters. (a) The Parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Seaport Entertainment, each other member of the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport EntertainmentIn no event shall ATI, any other member of the Seaport Entertainment ATI Group or any ATI Indemnitee have any liability or obligation whatsoever to any member of its the Water Pik Group in the event that any Insurance Policy or their respective directorsother contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, officersshall be unavailable or inadequate to cover any Liability of any member of the Water Pik Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.
(i) Except as otherwise provided in any Ancillary Agreement, or employees the parties intend by this Agreement that Water Pik and each other member of the Water Pik Group be successors-in-interest to all rights that any member of the Water Pik Group may have as of the Distribution Date as a subsidiary, affiliate, division or department of ATI prior to the Distribution Date under any policy of insurance issued to ATI and intended to insure the Water Pik Group by any insurance carrier unaffiliated with ATI or under any agreements related to such policies executed and delivered prior to the Distribution Date, including any rights such member of the Water Pik Group may have, as an insured or additional named insured, Subsidiarysubsidiary, Affiliateaffiliate, divisiondivision or department, director, officer or employee to avail itself, himself or herself itself of any such policy of insurance or any such agreements related to the such policies as in effect before prior to the Effective TimeDistribution Date. At the request of Water Pik, with respect ATI shall take all reasonable steps, including the execution and delivery of any instruments, to events occurring before effect the Effective Timeforegoing; provided however that ATI shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith.
(bii) After Except as otherwise contemplated by any Ancillary Agreement, after the Effective TimeDistribution Date, HHH (and each other neither of ATI nor Water Pik or any member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall nottheir respective Groups shall, without the consent of Seaport Entertainment or HHH, respectively (such consent not to be unreasonably withheld, conditioned or delayed)the other, provide any such insurance carrier with a release release, or amend, modify or waive any rights under any insurance such policy or agreement, if such release, amendment, modification or waiver thereunder would materially adversely affect any rights or potential rights of any member of the other Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claimsthereunder; provided, however, provided however that the foregoing shall not (iA) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (iiB) require any member of any Group to pay any premium or other amount or to incur any Liability Liability, or (iiiC) require any member of any Group to renew, extend or continue any policy in force. Each of Water Pik and ATI will, and will cause its respective Group to, share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members member of the HHH ATI Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance.
(gd) HHH Water Pik does hereby, for itself and each other member of the Water Pik Group, agree that no member of the ATI Group or any ATI Indemnitee shall provide for Seaport Entertainment to remain covered by have any Liability whatsoever as a result of the insurance policies held by HHH Group after and practices of ATI and its Affiliates as in effect at any time prior to the Effective TimeDistribution Date, for including as a period from completion result of the Distribution through April level or scope of 2025. Upon conclusion any such insurance, the creditworthiness of this periodany insurance carrier, Seaport Entertainment shall acquire its own the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees carrier with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing any claim or potential claim or otherwise.
(e) Nothing in this Agreement will shall be deemed to restrict any member of the Seaport Entertainment Water Pik Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(hf) To the extent that any insurance With respect to policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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 periods prior to the cost of reinstatement and will not make any claim thereunder nor otherwise seek to benefit from the reinstated policy limits.Distribution Date:
(i) For purposes Water Pik shall be responsible for: (A) all Unpaid Losses (but not to exceed the applicable Per Case Maximum) as of this Agreementthe Distribution Date attributable to Water Pik Liabilities covered under ATI Automobile Policies and ATI Workers Compensation Policies for policies in effect prior to the Distribution Date; and (B) Pooled Loss Costs Allocable to Water Pik.
(ii) On or before June 1, “Covered Matter” means any matter2000 and on a quarterly basis thereafter, whether arising before ATI shall provide Water Pik with a calculation of amounts due ATI or after refunds due Water Pik for Water Pik's obligations incurred under ATI Automobile Policies and ATI Workers Compensation Policies for policies under subparagraph immediately (i) above. The initial calculations shall be based on (A) the Effective Timechange in total Incurred Losses between the Distribution Date and March 31, 2000 for all such policies in effect prior to the Distribution Date multiplied by the Expense Factors set forth in such policies and applicable to such Incurred Losses, but only with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to thisthat portion of Incurred
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Water Pik Technologies Inc), Separation and Distribution Agreement (Water Pik Technologies Inc)
Insurance Matters. (a) The Parties intend by this Agreement that, Subject to the extent permitted under the terms and conditions of any this Agreement, Encompass and Enhabit agree to cooperate in good faith to attempt to implement an orderly transition of applicable insurance policy, Seaport Entertainment, each other member of coverage from the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before date hereof through the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainment. In no event shall Encompass, any other member of the Seaport Entertainment Encompass Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Time, with respect to events occurring before the Effective Time.
(b) After the Effective Time, HHH (and each other member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall not, without the consent of Seaport Entertainment or HHH, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Encompass Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Enhabit Group if in the event that any insurance policy is or insurance policy related contract shall be terminated or otherwise ceases cease to be in effect for any reason, is shall be unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Enhabit Group for any reason whatsoever or is shall not be renewed or extended beyond the current expiration date of any such insurance policydate.
(fb) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance From and shall not be construed to waive any right or remedy of any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek losses, damages and Liability incurred by any member of the Enhabit Group prior to exercise the Effective Time that constitutes an Enhabit Liability, at the request of Enhabit, Encompass will use commercially reasonable efforts to pursue claims, at Enhabit’s sole cost and expense (to the extent not otherwise covered by such insurance policies then in effect prior to the Effective Time), on behalf of the applicable member of the Enhabit Group under (with such member of the Enhabit Group entitled to all Insurance Proceeds resulting from or arising out of any right such claims) Policies of Encompass or any other member of the Encompass Group in place immediately prior to the Effective Time (and any extended reporting periods for claims-made Policies of Encompass or any other member of the Encompass Group) and historical Policies of Encompass or any other member of the Encompass Group (such Policies, collectively, the “Encompass Policies”), but solely to the extent that such Encompass Policies provided coverage for the applicable member of the Enhabit Group prior to the Effective Time; provided that such obligation of Encompass to make claims on behalf of the applicable member of the Enhabit Group under such Encompass Policies shall be subject to the terms and conditions of such Encompass Policies, including any insurance policy 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) Enhabit shall provide written notification to Encompass of any request for Encompass to pursue a claim on behalf of the applicable member of the Enhabit Group pursuant to thisthis Section 5.2(b), and Encompass shall use commercially reasonable efforts to pursue such claim, at Enhabit’s sole cost and expense (to the extent not otherwise covered by such insurance policies then in effect prior to the Effective Time), as promptly as is reasonably practicable;
(ii) Enhabit and the other members of the Enhabit Group shall indemnify, hold harmless and reimburse Encompass and the other members of the Encompass Group for any deductibles, self-insured retention, retrospective premium payments, indemnity payments, settlements, judgments, legal fees, allocated claims expenses, claim handling fees and expenses, and other expenses incurred by Encompass or any other member of the Encompass Group to the extent resulting from any pursuit of any claims on behalf of Enhabit or any other members of the Enhabit Group, whether such claims are pursued on behalf of Enhabit or any other members of the Enhabit Group, employees of Enhabit or any other members of the Enhabit Group, or Third Parties;
(iii) Enhabit shall, and shall cause the other members of the Enhabit Group to, cooperate with and assist Encompass and the other members of the Encompass Group and share such information as is reasonably necessary in order to permit Encompass and the other members of the Encompass Group to manage and conduct the insurance matters contemplated by this Section 5.2; and
(iv) Enhabit shall exclusively bear (and neither Encompass nor any other member of the Encompass Group shall have any obligation to repay or reimburse Enhabit or any other member of the Enhabit Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such claims pursued on behalf of Enhabit or any other member of the Enhabit Group under the Encompass Policies as provided for in this Section 5.2(b). In the event an Encompass Policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the Enhabit Group, on the one hand, and the Encompass 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 Encompass’s insurance carrier(s) (including any submissions prior to the Effective Time). To the extent that the Enhabit Group or the Encompass Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Encompass’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, Encompass may elect not to reinstate the Encompass Policy aggregate. In the event that Encompass elects not to reinstate the Encompass Policy aggregate, it shall provide prompt written notice to Enhabit, and Enhabit may direct Encompass in writing to, and Encompass shall, in such case reinstate the Encompass Policy aggregate; provided that Enhabit shall be responsible for all reinstatement premiums and other costs associated with such reinstatement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Enhabit, Inc.), Separation and Distribution Agreement (Enhabit, Inc.)
Insurance Matters. (a) The Parties intend by this Agreement that, PC Mall and eCOST agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the extent permitted under date hereof through the terms Distribution Date and for the treatment of any applicable insurance policy, Seaport Entertainment, each other member of Insurance Policies that will remain in effect following the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as Closing Date on a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainmentmutually agreeable basis. In no event shall PC Mall, any other member of the Seaport Entertainment PC Mall Group or any PC Mall Indemnitee have any liability or obligation whatsoever to any member of its the eCOST Group in the event that any Insurance Policy or their respective directorsother contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, officersshall be unavailable or inadequate to cover any Liability of any member of the eCOST Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.
(i) Except as otherwise provided in any Ancillary Agreement, or employees the parties intend by this Agreement that eCOST and each other member of the eCOST Group be successors-in-interest to all rights that any member of the eCOST Group may have as of the Closing Date as a subsidiary, affiliate, division or department of PC Mall prior to the Closing Date under any policy of insurance issued to PC Mall by any insurance carrier unaffiliated with PC Mall or under any agreements related to such policies executed and delivered prior to the Closing Date, including any rights such member of the eCOST Group may have, as an insured or additional named insured, Subsidiarysubsidiary, Affiliateaffiliate, divisiondivision or department, director, officer or employee to avail itself, himself or herself itself of any such policy of insurance or any such agreements related to the such policies as in effect before prior to the Effective TimeClosing Date. At the request of eCOST, with respect PC Mall shall take all reasonable steps, including the execution and delivery of any instruments, to events occurring before effect the Effective Timeforegoing; provided however that PC Mall shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith.
(bii) After Except as otherwise contemplated by any Ancillary Agreement, after the Effective TimeClosing Date, HHH (and each other none of PC Mall or eCOST or any member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall nottheir respective Groups shall, without the consent of Seaport Entertainment or HHH, respectively (such consent not to be unreasonably withheld, conditioned or delayed)the other, provide any such insurance carrier with a release release, or amend, modify or waive any rights under any insurance such policy or agreement, if such release, amendment, modification or waiver thereunder would materially adversely affect any rights or potential rights of any member of the other Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claimsthereunder; provided, however, however that the foregoing shall not (iA) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (iiB) require any member of any Group to pay any premium or other amount or to incur any Liability Liability, or (iiiC) require any member of any Group to renew, extend or continue any policy in force. Each of eCOST and PC Mall will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(fb) 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 any members member of the HHH PC Mall Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance.
(gc) HHH eCOST does hereby, for itself and each other member of the eCOST Group, agree that no member of the PC Mall Group or any PC Mall Indemnitee shall provide for Seaport Entertainment to remain covered by have any Liability whatsoever as a result of the insurance policies held by HHH Group after and practices of PC Mall and its Affiliates as in effect at any time prior to the Effective TimeClosing Date, for including as a period from completion result of the Distribution through April level or scope of 2025. Upon conclusion any such insurance, the creditworthiness of this periodany insurance carrier, Seaport Entertainment shall acquire its own the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees carrier with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing any claim or potential claim or otherwise.
(d) Nothing in this Agreement will shall be deemed to restrict any member of the Seaport Entertainment eCOST Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 2 contracts
Samples: Master Separation and Distribution Agreement (Pc Mall Inc), Master Separation and Distribution Agreement (Ecost Com Inc)
Insurance Matters. (a) The Parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Seaport Entertainment, each other member of the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainment, any other member of the Seaport Entertainment Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Time, with respect to events occurring before the Effective Time.
(b) After the Effective Time, HHH (and each other member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall not, without the consent of Seaport Entertainment or HHH, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to thisthis Section 5.16. If Seaport Entertainment receives notice or otherwise learns of any Covered Matter, Seaport Entertainment shall promptly give HHH written notice thereof. Any such notice shall describe the Covered Matter in reasonable detail. With respect to each Covered Matter and any Joint Claim, HHH shall have sole responsibility for reporting the claim to the insurance carrier and will provide a copy of such report to Seaport Entertainment. If HHH or another member of the HHH Group fails to notify Seaport Entertainment within fifteen (15) days that it has submitted an insurance claim with respect to a Covered Matter or Joint Claim, Seaport Entertainment shall be permitted to submit (on behalf of the applicable Seaport Entertainment Indemnitee) such insurance claim.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Seaport Entertainment Group Inc.), Separation and Distribution Agreement (Howard Hughes Holdings Inc.)
Insurance Matters. (a) The Parties intend uBid agrees that it will pay to CCI $_____ per month (prorated on a daily basis for any partial month) in respect of the period from the date hereof until the Distribution Date, such amount to be payable in arrears by this Agreement thatthe 10th day of the next succeeding month, in respect of Insurance Policies under which uBid will continue to have coverage following the extent permitted under date hereof. CCI and uBid agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the terms date hereof through the Distribution Date and for the treatment of any applicable insurance policy, Seaport Entertainment, each other member of Insurance Policies that will remain in effect following the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as Closing Date on a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainmentmutually agreeable basis. In no event shall CCI, any other member of the Seaport Entertainment CCI Group or any CCI Indemnitee have liability or obligation whatsoever to any member of its the uBid Group in the event that any Insurance Policy or their respective directorsother contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, officersshall be unavailable or inadequate to cover any
(i) Except as otherwise provided in any Ancillary Agreement, or employees the parties intend by this Agreement that uBid and each other member of the uBid Group be successors-in-interest to all rights that any member of the uBid Group may have as of the Closing Date as a subsidiary, affiliate, division or department of CCI prior to the Closing Date under any policy of insurance issued to CCI by any insurance carrier unaffiliated with CCI or under any agreements related to such policies executed and delivered prior to the Closing Date, including any rights such member of the uBid Group may have, as an insured or additional named insured, Subsidiarysubsidiary, Affiliateaffiliate, divisiondivision or department, director, officer or employee to avail itself, himself or herself itself of any such policy of insurance or any such agreements related to the such policies as in effect before prior to the Effective TimeClosing Date. At the request of uBid, with respect CCI shall take all reasonable steps, including the execution and delivery of any instruments, to events occurring before effect the Effective Timeforegoing; provided however that CCI shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith.
(bii) After Except as otherwise contemplated by any Ancillary Agreement, after the Effective TimeClosing Date, HHH (and each other none of CCI or uBid or any member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall nottheir respective Groups shall, without the consent of Seaport Entertainment or HHH, respectively (such consent not to be unreasonably withheld, conditioned or delayed)the other, provide any such insurance carrier with a release release, or amend, modify or waive any rights under any insurance such policy or agreement, if such release, amendment, modification or waiver thereunder would materially adversely affect any rights or potential rights of any member of the other Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claimsthereunder; provided, however, provided however that the foregoing shall not (iA) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (iiB) require any member of any Group to pay any premium or other amount or to incur any Liability Liability, or (iiiC) require any member of any Group to renew, extend or continue any policy in force. Each of uBid and CCI will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Ubid Inc), Separation and Distribution Agreement (Ubid Inc)
Insurance Matters. (a) The Parties NCR and Teradata agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date and for the treatment of any Insurance Policies that will remain in effect following the Effective Time on a mutually agreeable basis, in each case subject to the terms and conditions hereof. In no event shall NCR, any other member of the NCR Group or any NCR Indemnitee or Teradata Indemnitee have liability or obligation whatsoever to any member of the Teradata 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 Teradata Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.
(i) Except as otherwise provided in any Ancillary Agreement, the parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Seaport Entertainment, that Teradata and each other member of the Seaport Entertainment Teradata Group and each of their respective directors, officers and employees will be successors in successors-in-interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any member of them the Teradata Group may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiarysubsidiary, Affiliateaffiliate, division, director, officer division or employee department of HHH before NCR prior to the Effective Time under any policy of insurance policyissued to NCR by any insurance carrier unaffiliated with NCR or under any agreements related to such policies executed and delivered prior to the Effective Time, including any rights that Seaport Entertainment, any other such member of the Seaport Entertainment Teradata Group or any of its or their respective directorsmay have, officers, or employees may have as an insured or additional named insured, Subsidiarysubsidiary, Affiliateaffiliate, divisiondivision or department, director, officer or employee to avail itself, himself or herself itself of any such policy of insurance or any such agreements related to the such policies as in effect before prior to the Effective Time. At the request of Teradata, NCR shall take all reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided however that NCR shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith.
(ii) Except as otherwise contemplated by any Ancillary Agreement, after the Effective Time, with respect to events occurring before the Effective Time.
(b) After the Effective Time, HHH (and each other none of NCR or Teradata or any member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall nottheir respective Groups shall, without the consent of Seaport Entertainment or HHH, respectively (such consent not to be unreasonably withheld, conditioned or delayed)the other, provide any such insurance carrier with a release release, or amend, modify or waive any rights under any insurance such policy or agreement, if such release, amendment, modification or waiver thereunder would materially adversely affect any rights or potential rights of any member of the other Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claimsthereunder; provided, however, that the foregoing shall not (iA) preclude any member of any Group from presenting any claim or from impairing or exhausting any policy limitlimit through actual loss payments, (iiB) require any member of any Group to pay any premium or other amount or to incur any Liability Liability, or (iiiC) require any member of any Group to renew, extend or continue any policy in force. Each of Teradata and NCR will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Teradata Corp /De/), Separation and Distribution Agreement (Teradata Corp /De/)
Insurance Matters. (a) The Parties parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Seaport Entertainment, that both TWE and Holdco and each other member of TWE Broadband Member and TWE Non-Broadband Member, after the Seaport Entertainment Group Closing, shall be successors-in-interest to and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise retain all rights and interest (whether known, unknown, contingent or otherwise) that any of them may have each has as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time Closing under any insurance policyInsurance Policy issued to and/or providing coverage to TWE, as it existed immediately prior to the Closing, or any of its Subsidiaries or Affiliates, and any agreements related to such Insurance Policies executed and delivered prior to the Closing, including any rights that Seaport Entertainmentor interests each has, any other member of the Seaport Entertainment Group or any of its or their respective directors, officers, or employees may have as an insured insured, named insured, or additional named insured, Subsidiary, Affiliate, divisiondivision or department, director, officer or employee to avail itself, himself or herself itself of any policy of insurance benefit under any such Insurance Policy or any agreements such agreement related to the policies such policy as in effect before prior to the Effective Time, with respect to events occurring before the Effective Time.
(b) After the Effective Time, HHH (and each other member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall not, without the consent of Seaport Entertainment or HHH, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) Closing. The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy. Notwithstanding the foregoing, no TWE Broadband Member or TWE Non-Broadband Member shall be deemed to have made any representation or warranty as to the availability of any Insurance Policy or the rights and benefits provided thereunder.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(fb) This Agreement shall not be considered as an attempted assignment of (if such an assignment would be prohibited or would otherwise adversely affect the rights of the insured parties under such policies) any rights or interest under any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any members of the HHH Group TWE Broadband Member or TWE Non-Broadband Member in respect of any insurance policy Insurance Policy or any other contract or policy of insurance.
(gc) HHH Each of TWE and Holdco does hereby, for itself and each other TWE Broadband Member and TWE Non-Broadband Member, respectively, agree that, as and to the extent necessary to give effect to Section 5.1(a), it will assign any chose in action, claim, right or benefit under an Insurance Policy.
(d) TWE does hereby, for itself and each other TWE Broadband Member, agree that no TWE Non-Broadband Member or TWE Non-Broadband Indemnitee shall provide for Seaport Entertainment have any Liability whatsoever to remain covered by any TWE Broadband Member as a result of the insurance policies held by HHH Group after and practices of TWE and its Affiliates as in effect or undertaken at any time prior to the Effective TimeClosing, for including as a period from completion result of the Distribution through April level or scope of 2025. Upon conclusion any such insurance, the creditworthiness of this periodany insurance carrier, Seaport Entertainment shall acquire its own the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees carrier with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities claim or covering any periodpotential claim or otherwise.
(he) To Holdco does hereby, for itself and each other TWE Non-Broadband Member, agree that no TWE Broadband Member or TWE Broadband Indemnitee shall have any Liability whatsoever to any TWE Non-Broadband Member as a result of the extent that insurance policies and practices of TWE and its Affiliates as in effect or undertaken at any time prior to the Closing, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limitscarrier, the cost terms and conditions of reinstatement will be shared by HHH and Seaport Entertainment as any policy, the Parties may agree. If either Party, in its sole discretion, determines that such reinstatement would not be beneficial, that Party shall not contribute adequacy or timeliness of any notice to the cost of reinstatement and will not make any insurance carrier with respect to any claim thereunder nor otherwise seek to benefit from the reinstated policy limitsor potential claim or otherwise.
(if) For purposes Each of this AgreementTWE and Holdco does hereby, “Covered Matter” means any matterfor itself and each other TWE Broadband Member and TWE Non-Broadband Member, whether arising before or after the Effective Timerespectively, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right agree that all duties and obligations under any Insurance Policy, including the fulfillment of any conditions and the payment of any deductibles, retentions, co-insurance policy pursuant payment or retrospective premiums, that correspond in any way with or may be necessary to thisperfect, preserve or maintain an insured's right to obtain benefits under that Insurance Policy, will be performed by the insured that is seeking the benefits, subject to the indemnification provisions of Article IV. In the event Members of both Groups have claims under a given policy, any deductibles, retentions, co-insurance payments, retrospective premiums, caps, limitations on average and similar items will be appropriately allocated between such parties based on the recoveries they would have obtained in the absence of such items.
Appears in 1 contract
Insurance Matters. (a) The Parties intend by this Agreement that, Lucent and Avaya agree to cooperate in good faith to provide for an orderly transition of insurance coverage for the extent permitted under the terms treatment of any applicable insurance policy, Seaport Entertainment, each other member of Insurance Policies that will remain in effect following the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as Distribution Date on a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainmentmutually agreeable basis. In no event shall Lucent, any other member of the Seaport Entertainment Lucent Group or any Lucent Indemnitee have liability or obligation whatsoever to any member of its the Avaya Group in the event that any Insurance Policy or their respective directorsother contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, officersshall be unavailable or inadequate to cover any Liability of any member of the Avaya Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.
(i) Except as otherwise provided in any Ancillary Agreement, or employees the parties intend by this Agreement that Avaya and each other member of the Avaya Group be successors-in-interest to all rights that any member of the Avaya Group may have as of the Distribution Date as a subsidiary, affiliate, division or department of Lucent prior to the Distribution Date under any policy of insurance issued to Lucent by any insurance carrier or under any agreements related to such policies executed and delivered prior to the Distribution Date, including any rights such member of the Avaya Group may have, as an insured or additional named insured, Subsidiarysubsidiary, Affiliateaffiliate, divisiondivision or department, director, officer or employee to avail itself, himself or herself itself of any such policy of insurance or any such agreements related to the such policies as in effect before prior to the Effective TimeDistribution Date. At the request of Avaya, with respect Lucent shall take all reasonable steps, including the execution and delivery of any instruments, to events occurring before effect the Effective Timeforegoing; PROVIDED, HOWEVER that Lucent shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith.
(bii) After Except as otherwise contemplated by any Ancillary Agreement, after the Effective TimeDistribution Date, HHH (and each other none of Lucent or Avaya or any member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall nottheir respective Groups shall, without the consent of Seaport Entertainment or HHH, respectively (such consent not to be unreasonably withheld, conditioned or delayed)the other, provide any such insurance carrier with a release release, or amend, modify or waive any rights under any insurance such policy or agreement, if such release, amendment, modification or waiver thereunder would materially adversely affect any rights or potential rights of any member of the other Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claimsthereunder; providedPROVIDED, however, HOWEVER that the foregoing shall not (iA) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (iiB) require any member of any Group to pay any premium or other amount or to incur any Liability Liability, or (iiiC) require any member of any Group to renew, extend or continue any policy in force. Each of Lucent and Avaya will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members member of the HHH Lucent Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance.
(gd) HHH Avaya does hereby, for itself and each other member of the Avaya Group, agree that no member of the Lucent Group or any Lucent Indemnitee shall provide for Seaport Entertainment to remain covered by have any Liability whatsoever as a result of the insurance policies held by HHH Group after and practices of Lucent and its Affiliates as in effect at any time prior to the Effective TimeDistribution Date, for including as a period from completion result of the Distribution through April level or scope of 2025. Upon conclusion any such insurance, the creditworthiness of this periodany insurance carrier, Seaport Entertainment shall acquire its own the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees carrier with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing any claim or potential claim or otherwise.
(e) Nothing in this Agreement will shall be deemed to restrict any member of the Seaport Entertainment Avaya Group from acquiring at its own expense any other insurance Insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 1 contract
Samples: Contribution and Distribution Agreement (Avaya Inc)
Insurance Matters. (a) The Parties parties intend by this Agreement thatthat both the Company and each other Company Group Member, after the Closing, shall be successors-in-interest to and retain all rights and interest (whether known, unknown, contingent or otherwise) that any of the parties has as of the Closing under any Insurance Policy issued to and/or providing coverage (i) to any TWIC Broadband Member, as it existed immediately prior to the extent permitted under Closing, or any of its Subsidiaries or Affiliates, (ii) to TWIC, as it existed immediately prior to the terms Initial TWIC Contribution, or any of its Subsidiaries or Affiliates or (iii) to ATC or Time Warner Connect (as they exist immediately prior to the ATC Contribution) or any applicable insurance policy, Seaport Entertainment, each other member of the Seaport Entertainment Group and each of their respective directorsSubsidiaries, officers and employees will be successors in interest and/or additional insureds any agreements related to such Insurance Policies executed and will have and be fully entitled delivered prior to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policyClosing, including any rights that Seaport Entertainmentor interests each has, any other member of the Seaport Entertainment Group or any of its or their respective directors, officers, or employees may have as an insured insured, named insured, or additional named insured, Subsidiary, Affiliate, divisiondivision or department, director, officer or employee to avail itself, himself or herself itself of any policy of insurance benefit under any such Insurance Policy or any agreements such agreement related to the policies such policy as in effect before prior to the Effective TimeClosing; provided that any rights and interests to which the Company and each other Company Group Member are entitled pursuant to this Section 5.1 shall be limited to the extent that those Insurance Policies provide or provided, as applicable, coverage with respect to events occurring before the Effective Time.
(b) After the Effective Time, HHH (and each other member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall not, without the consent of Seaport Entertainment or HHH, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) TWIC Broadband Business. The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy. Notwithstanding the foregoing, neither Holdco nor any other TWIC Broadband Member shall be deemed to have made any representation or warranty as to the availability of any Insurance Policy or the rights and benefits provided thereunder.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(fb) This Agreement shall not be considered as an attempted assignment (if such an assignment would be prohibited or would otherwise adversely affect the rights of the insured parties under such policies) of any rights or interest under any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any members of the HHH TWIC Broadband Member or Company Group Member in respect of any insurance policy Insurance Policy or any other contract or policy of insurance.
(gc) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective TimeHoldco does hereby, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group itself and each of its directorsSubsidiaries (other than the Company and its Subsidiaries) agree that, officers as and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoingextent necessary to give effect to Section 5.1(a), nothing it will assign any chose in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities action, claim, right or covering any periodbenefit under an Insurance Policy.
(hd) To Each of Holdco and the extent Company does hereby, for itself and each other TWIC Broadband Member and Company Group Member, respectively, agree that all duties and obligations under any Insurance Policy, including the fulfillment of any conditions and the payment of any deductibles, retentions, co-insurance policy provides for the reinstatement of policy limitspayment or retrospective premiums, and both HHH and Seaport Entertainment desire that correspond in any way with or may be necessary to reinstate such limitsperfect, the cost of reinstatement preserve or maintain an insured's right to obtain benefits under that Insurance Policy, will be shared performed by HHH and Seaport Entertainment as the Parties may agree. If either Partyinsured that is seeking the benefits, in its sole discretion, determines that such reinstatement would not be beneficial, that Party shall not contribute subject to the cost indemnification provisions of reinstatement Article IV. In the event Members of both Groups have claims under a given policy, any deductibles, retentions, co-insurance payments, retrospective premiums, caps, limitations on average and similar items will not make any claim thereunder nor otherwise seek to benefit from be appropriately allocated between such parties based on the reinstated policy limitsrecoveries they would have obtained in the absence of such items.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 1 contract
Insurance Matters. (a) The Parties intend by this Agreement that, Parent and Arlo agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the extent permitted under date hereof through the terms of any applicable insurance policy, Seaport Entertainment, each other member of the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport EntertainmentDistribution Date. In no event shall Parent, any other member of the Seaport Entertainment Parent Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Time, with respect to events occurring before the Effective Time.
(b) After the Effective Time, HHH (and each other member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall not, without the consent of Seaport Entertainment or HHH, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Parent Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Arlo Group if in the event that any insurance policy is or insurance policy related contract shall be terminated or otherwise ceases cease to be in effect for any reason, is shall be unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Arlo Group for any reason whatsoever or is shall not be renewed or extended beyond the current expiration date of any such insurance policydate.
(fb) This 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 not be considered use commercially reasonable efforts to obtain, effective as an attempted assignment of the 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 or as a contract of insurance issued to any Parent Policy. Arlo further acknowledges and shall not be construed to waive any right or remedy of any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group agrees that, from and after the Effective Insurance Termination Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict neither Arlo nor any member of the Seaport Entertainment Arlo Group from acquiring at its own expense shall have any rights to or under any Parent Policies other insurance policy than as expressly provided in respect of any Liabilities or covering any periodthis Section 6.8(b).
(hc) To the extent that any insurance policy provides for the reinstatement of policy limits, From and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Separation Time, with respect to which any Seaport Entertainment Indemnitee losses, damages and Liability incurred by any member of the Arlo Group prior to the Insurance Termination Time, Parent will provide Arlo with access to, and Arlo may seek make claims under, Parent’s Policies in place immediately prior to exercise 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 under 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 policy provided pursuant to thisthis Section 6.8(c), whether such claims are made by Arlo, its employees or third Persons; and
(iii) Arlo shall exclusively bear (and neither Parent nor any members of the 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 provided for in this Section 6.8(c). In the event an insurance policy aggregate is exhausted, or 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 submissions prior to the 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.
Appears in 1 contract
Samples: Master Separation Agreement
Insurance Matters. The provisions of this Section 8.1 shall apply only to the extent not otherwise provided for in the Employee Matters Agreement.
(a) The Parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Seaport EntertainmentSpinCo, each other member of the Seaport Entertainment SpinCo Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Distribution Time (with respect to events occurring or claimed to have occurred before the Effective Distribution Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH the Company before the Effective Distribution Time under any insurance policy, including any rights that Seaport EntertainmentSpinCo, any other member of the Seaport Entertainment SpinCo Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Distribution Time, with respect to events occurring before the Effective Distribution Time.
(b) After the Effective Distribution Time, HHH the Company (and each other member of the HHH Company Group) and Seaport Entertainment SpinCo (and each other member of the Seaport Entertainment SpinCo Group) shall not, without the consent of Seaport Entertainment SpinCo or HHHthe Company, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability Liability, or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. III)
Insurance Matters. (a) The Parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Seaport Entertainment, each other member of the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport EntertainmentIn no event shall ATI, any other member of the Seaport Entertainment ATI Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Time, with respect to events occurring before the Effective Time.
(b) After the Effective Time, HHH (and each other member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall not, without the consent of Seaport Entertainment or HHH, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH ATI Indemnitee have any Liability liability or obligation whatsoever to any member of the Seaport Entertainment Teledyne Technologies Group if in the event that any Insurance Policy or other contract or policy of insurance policy is shall be terminated or otherwise ceases cease to be in effect for any reason, is shall be unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Teledyne Technologies Group for any reason whatsoever or is shall not be renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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 limitsdate.
(i) For purposes of this Except as otherwise provided in any Ancillary Agreement, “Covered Matter” means the parties intend by this Agreement that Teledyne Technologies and each other member of the Teledyne Technologies Group be successors-in-interest to all rights that any mattermember of the Teledyne Technologies Group may have as of the Distribution Date as a subsidiary, whether arising before affiliate, division or department of ATI prior to the Distribution Date under any policy of insurance issued to ATI and intended to insure the Teledyne Technologies Group by any insurance carrier unaffiliated with ATI or under any agreements related to such policies executed and delivered prior to the Distribution Date, including any rights such member of the Teledyne Technologies Group may have, as an insured or additional named insured, subsidiary, affiliate, division or department, to avail itself of any such policy of insurance or any such agreements related to such policies as in effect prior to the Distribution Date. At the request of Teledyne Technologies, ATI shall take all reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided however that ATI shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith.
(ii) Except as otherwise contemplated by any Ancillary Agreement, after the Effective TimeDistribution Date, neither ATI nor Teledyne Technologies or any member of their respective Groups shall, without the consent of the other, provide any such insurance carrier with respect to which a release, or amend, modify or waive any Seaport Entertainment Indemnitee may seek to exercise any right rights under any insurance such policy pursuant to thisor agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any
Appears in 1 contract
Samples: Separation and Distribution Agreement (Allegheny Technologies Inc)
Insurance Matters. (a) The Parties intend uBid agrees that it will pay to CCI $8,614.00 per month (prorated on a daily basis for any partial month) in respect of the period from the date hereof until the Distribution Date, such amount to be payable in arrears by this Agreement thatthe 10th day of the next succeeding month, in respect of Insurance Policies under which uBid will continue to have coverage following the extent permitted under date hereof. CCI and uBid agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the terms date hereof through the Distribution Date and for the treatment of any applicable insurance policy, Seaport Entertainment, each other member of Insurance Policies that will remain in effect following the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as Closing Date on a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainmentmutually agreeable basis. In no event shall CCI, any other member of the Seaport Entertainment CCI Group or any CCI Indemnitee have liability or obligation whatsoever to any member of its the uBid Group in the event that any Insurance Policy or their respective directorsother contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, officersshall be unavailable or inadequate to cover any Liability of any member of the uBid Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.
(i) Except as otherwise provided in any Ancillary Agreement, or employees the parties intend by this Agreement that uBid and each other member of the uBid Group be successors-in-interest to all rights that any member of the uBid Group may have as of the Closing Date as a subsidiary, affiliate, division or department of CCI prior to the Closing Date under any policy of insurance issued to CCI by any insurance carrier unaffiliated with CCI or under any agreements related to such policies executed and delivered prior to the Closing Date, including any rights such member of the uBid Group may have, as an insured or additional named insured, Subsidiarysubsidiary, Affiliateaffiliate, divisiondivision or department, director, officer or employee to avail itself, himself or herself itself of any such policy of insurance or any such agreements related to the such policies as in effect before prior to the Effective TimeClosing Date. At the request of uBid, with respect CCI shall take all reasonable steps, including the execution and delivery of any instruments, to events occurring before effect the Effective Timeforegoing; provided however that CCI shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith.
(bii) After Except as otherwise contemplated by any Ancillary Agreement, after the Effective TimeClosing Date, HHH (and each other none of CCI or uBid or any member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall nottheir respective Groups shall, without the consent of Seaport Entertainment or HHH, respectively (such consent not to be unreasonably withheld, conditioned or delayed)the other, provide any such insurance carrier with a release release, or amend, modify or waive any rights under any insurance such policy or agreement, if such release, amendment, modification or waiver thereunder would materially adversely affect any rights or potential rights of any member of the other Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claimsthereunder; provided, however, provided however that the foregoing shall not (iA) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (iiB) require any member of any Group to pay any premium or other amount or to incur any Liability Liability, or (iiiC) require any member of any Group to renew, extend or continue any policy in force. Each of uBid and CCI will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 1 contract
Samples: Separation and Distribution Agreement (Creative Computers Inc)
Insurance Matters. (a) The Parties intend by this Agreement Newco and Athena acknowledge and agree that, from and after the Separation Effective Time, neither Newco nor any member of the Newco Group shall have any rights to or under any Company Policies, other than (i) as expressly provided in Section 4.7 or (ii) for a period of three (3) years following the Separation Effective Time, Company Policies issued by a third party providing coverage on an occurrence basis, including defense and indemnity benefits attributable to or arising from or under such Company Policies (such policies or programs, the “Pre-Closing Policies”). Everest, on behalf of itself and each member of the Everest Group agrees that with respect to acts, omissions, events or circumstances relating to the Newco Business that occurred prior to the Separation Effective Time and that would reasonably be expected to be covered by Pre-Closing Policies under which the Newco Business was insured prior to the Separation Effective Time, Newco and the members of the Newco Group may make claims under such Pre-Closing Policies subject to the terms and conditions of such Pre-Closing Policies and this Agreement; provided that the applicable member of the Newco Group shall notify Athena in writing of all such claims and shall be solely responsible for the amount of any deductibles, retentions, premium increases, claim administration, claims handling, costs and expenses of any letters of credit or other collateral arrangements (to the extent permitted related to any claims or potential claims related to the Newco Business) and all other out-of-pocket costs and expenses incurred in connection with such claims and any uninsured, uncovered or uncollectible amounts related to such claims. If so requested by Everest, Newco shall promptly enter into assumption agreements (and provide for letters of credit or other collateral arrangements as required by such assumption agreements), required by any insurers under such Pre-Closing Policies for the terms purpose of transferring, or acknowledging and accepting the transfer of, the liabilities and obligations of Everest with respect to the Pre-Closing Policies to the extent related to the Newco Business, including all liabilities with respect to the payment, reimbursement and indemnification obligations for losses, deductibles, retained amounts, administration, allocated loss adjustment expenses and the provision of collateral. To the extent any such assumption agreements contemplated by the preceding sentence are entered into, and Everest actually receives a refund of premium as a result of Newco assuming the applicable portion of the polic(ies) as between Everest, Newco and the applicable insurer, Everest shall offset against the amounts due from Newco in respect of Newco’s portion of any applicable insurance policyPre-Closing Policies the amount of such premium refund actually received. For the avoidance of doubt, Seaport Entertainment(i) except with respect to the Pre-Closing Policies to the extent provided above, each other Newco acknowledges and agrees that, from and after the Separation Effective Time the Newco Group and not any member of the Seaport Entertainment Everest Group shall be responsible for establishing any and each of their respective directorsall insurance programs required to comply with the Newco Group’s contractual obligations and such other Company Policies required by Legal Requirements or as necessary or appropriate to operate the Newco Business, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiaryincluding, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainment, any other member of the Seaport Entertainment Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Timewithout limitation, with respect to events occurring before general liability, workers’ compensation, directors’ and officers’ liability and fiduciary liability; (ii) for purposes of this Section 6.1, Company Policies shall not include any self-insurance or captive insurance; and (iii) nothing in this Section 6.1 shall prevent Everest or any member of the Effective TimeEverest Group, in their sole discretion, from accessing, amending, commuting, cancelling, eroding, exhausting or otherwise taking any action under or in connection with a Company Policy.
(b) After If requested by Everest, Newco shall procure, at Newco’s sole cost and expense, a prepaid, non-cancelable six (6)-year “tail” insurance policy, endorsement or otherwise, effective as of the Effective Time, HHH (containing terms not less favorable than the terms of directors’ and each other member officers’ liability insurance, fiduciary liability insurance or employment practices liability insurance covering any directors and officers, fiduciaries or employees of the HHH Newco Group who are covered by the directors’ and officers’ liability insurance, fiduciary liability insurance or employment practices liability insurance policies of Everest and its Subsidiaries (including the Newco Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall not, without the consent of Seaport Entertainment or HHH, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded matters existing or occurring at or prior to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoingIf any claim is asserted or made within such six (6)-year period, nothing in then any insurance required to be maintained under this Agreement will Section 6.1(b) shall be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy continued in respect of any Liabilities or covering any periodsuch claim until the final disposition thereof.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 1 contract
Samples: Separation and Distribution Agreement (Apergy Corp)
Insurance Matters. (a) The Parties parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Seaport Entertainment, that both TWE and Holdco and each other member of TWE Broadband Member and TWE Non-Broadband Member, after the Seaport Entertainment Group Closing, shall be successors-in-interest to and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise retain all rights and interest (whether known, unknown, contingent or otherwise) that any of them may have the parties has as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time Closing under any insurance policyInsurance Policy issued to and/or providing coverage to TWE, as it existed immediately prior to the Closing, or any of its Subsidiaries or Affiliates, and any agreements related to such Insurance Policies executed and delivered prior to the Closing, including any rights that Seaport Entertainmentor interests each has, any other member of the Seaport Entertainment Group or any of its or their respective directors, officers, or employees may have as an insured insured, named insured, or additional named insured, Subsidiary, Affiliate, divisiondivision or department, director, officer or employee to avail itself, himself or herself itself of any policy of insurance benefit under any such Insurance Policy or any agreements such agreement related to the policies such policy as in effect before prior to the Effective Time, with respect to events occurring before the Effective Time.
(b) After the Effective Time, HHH (and each other member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall not, without the consent of Seaport Entertainment or HHH, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) Closing. The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy. Notwithstanding the foregoing, no TWE Broadband Member or TWE Non-Broadband Member shall be deemed to have made any representation or warranty as to the availability of any Insurance Policy or the rights and benefits provided thereunder.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(fb) This Agreement shall not be considered as an attempted assignment of (if such an assignment would be prohibited or would otherwise adversely affect the rights of the insured parties under such policies) any rights or interest under any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any members of the HHH Group TWE Broadband Member or TWE Non-Broadband Member in respect of any insurance policy Insurance Policy or any other contract or policy of insurance.
(gc) HHH Each of TWE and Holdco does hereby, for itself and each other TWE Broadband Member and TWE Non-Broadband Member, respectively, agree that, as and to the extent necessary to give effect to Section 5.1(a), it will assign any chose in action, claim, right or benefit under an Insurance Policy.
(d) TWE does hereby, for itself and each other TWE Broadband Member, agree that no TWE Non-Broadband Member or TWE Non-Broadband Indemnitee shall provide for Seaport Entertainment have any Liability whatsoever to remain covered by any TWE Broadband Member as a result of the insurance policies held by HHH Group after and practices of TWE and its Affiliates as in effect or undertaken at any time prior to the Effective TimeClosing, for including as a period from completion result of the Distribution through April level or scope of 2025. Upon conclusion any such insurance, the creditworthiness of this periodany insurance carrier, Seaport Entertainment shall acquire its own the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees carrier with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities claim or covering any periodpotential claim or otherwise.
(he) To Holdco does hereby, for itself and each other TWE Non-Broadband Member, agree that no TWE Broadband Member or TWE Broadband Indemnitee shall have any Liability whatsoever to any TWE Non-Broadband Member as a result of the extent that insurance policies and practices of TWE and its Affiliates as in effect or undertaken at any time prior to the Closing, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limitscarrier, the cost terms and conditions of reinstatement will be shared by HHH and Seaport Entertainment as any policy, the Parties may agree. If either Party, in its sole discretion, determines that such reinstatement would not be beneficial, that Party shall not contribute adequacy or timeliness of any notice to the cost of reinstatement and will not make any insurance carrier with respect to any claim thereunder nor otherwise seek to benefit from the reinstated policy limitsor potential claim or otherwise.
(if) For purposes Each of this AgreementTWE and Holdco does hereby, “Covered Matter” means any matterfor itself and each other TWE Broadband Member and TWE Non-Broadband Member, whether arising before or after the Effective Timerespectively, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right agree that all duties and obligations under any Insurance Policy, including the fulfillment of any conditions and the payment of any deductibles, retentions, co-insurance policy pursuant payment or retrospective premiums, that correspond in any way with or may be necessary to thisperfect, preserve or maintain an insured's right to obtain benefits under that Insurance Policy, will be performed by the insured that is seeking the benefits, subject to the indemnification provisions of Article IV. In the event Members of both Groups have claims under a given policy, any deductibles, retentions, co-insurance payments, retrospective premiums, caps, limitations on average and similar items will be appropriately allocated between such parties based on the recoveries they would have obtained in the absence of such items.
Appears in 1 contract
Insurance Matters. (a) The Parties intend by this Agreement that, AIG and Corebridge agree to use commercially reasonable efforts and cooperate in good faith to provide for an orderly transition of insurance coverage from the extent permitted under date hereof through the terms of any applicable insurance policy, Seaport Entertainment, each other member of the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have Majority Holder Date as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainmentset forth on Schedule 8.6. In no event shall AIG, any other member of the Seaport Entertainment AIG Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Time, with respect to events occurring before the Effective Time.
(b) After the Effective Time, HHH (and each other member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall not, without the consent of Seaport Entertainment or HHH, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH AIG Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Corebridge Group if in the event that any insurance policy is or insurance policy related contract shall be terminated or otherwise ceases cease to be in effect for any reason, is shall be unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Corebridge Group for any reason whatsoever or is shall not be renewed or extended beyond the current expiration date.
(b) With respect to each AIG Policy in place as of the date of any this Agreement, until the earliest of (x) the date Corebridge has obtained in effect such insurance policies as meet the specifications set forth in Section 8.6(d), (y) the Majority Holder Date or (z) other than with respect to insurance policies providing coverage for director and officer liability (for which this clause (z) shall not apply), April 30, 2023 (or such other date as may be agreed by the Parties after the date hereof) (the “Insurance Termination Time”), AIG shall (i) cause the members of the Corebridge Group and their respective employees, officers and directors to continue to be covered as insured parties under such Policy, in each case to the extent such Person is covered as an insured party thereunder as of the date hereof, and (ii) permit the members of the Corebridge 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 Insurance Termination Time, to the extent permitted by such Policy; provided, that Corebridge is in compliance with its obligations set forth in Section 8.6(a). Without limiting any of the rights or obligations of the parties pursuant to this Section 8.6, AIG and Corebridge acknowledge that, as of immediately prior to the Insurance Termination Time, AIG intends to take such action as it may deem necessary or desirable to remove the members of the Corebridge Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any AIG Policy.
(c) From and after the Separation Time, with respect to any losses, damages and Liability incurred by any member of the Corebridge Group in respect of facts, circumstances, events or matters that occurred prior to the Insurance Termination Time, AIG will provide Corebridge with access to, and Corebridge may make claims under, each AIG Policy in place prior to the Insurance Termination Time (and any applicable extended reporting period if such Policy is a claims made policy), but solely to the extent that such Policy provided coverage for members of the Corebridge Group or the Corebridge Business prior to the applicable Insurance Termination Time; provided, that such access to, and the right to make claims under, such Policy shall be subject to the terms, conditions and exclusions of such Policy, including but not limited to any limits on coverage or scope, any deductibles, self-insured retentions, collateral and other fees and expenses, and shall be subject to the following additional conditions:
(i) Corebridge shall notify AIG, as promptly as practicable, of any claim made by Corebridge pursuant to this Section 8.6(c) by contacting AIG’s Director of Corporate Insurance in writing in the manner set forth on Schedule 8.6(c)(i), with details as to the nature, facts and circumstances of such claim. Corebridge shall designate a Corebridge employee as the contact for each such claim who will help ensure that Corebridge satisfies it obligations set forth in this Section 8.6;
(ii) Corebridge and the members of the Corebridge Group shall indemnify, hold harmless and reimburse AIG and the members of the AIG Group for any deductibles, self-insured retention, collateral, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handling fees, and other expenses incurred by AIG or any members of the AIG Group to the extent resulting from any access to, or any claims made by Corebridge or any other members of the Corebridge Group under, any insurance provided pursuant to this Section 8.6(c), whether such claims are made by Corebridge, its employees or third Persons; and
(iii) Corebridge shall exclusively bear (and neither AIG nor any members of the AIG Group shall have any obligation to repay or reimburse Corebridge or any member of the Corebridge Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by Corebridge or any member of the Corebridge Group under the Policies as provided for in this Section 8.6(c). In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the Corebridge Group, on the one hand, the AIG 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 the applicable insurance carrier(s) (including any submissions prior to the applicable Insurance Termination Time). To the extent that the AIG Group or the Corebridge Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to AIG’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 AIG 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 AIG Group is entitled to coverage under Cxxxxxxxxx’s third-party Policies, the same process pursuant to this Section 8.6(c) shall apply, substituting “AIG” for “Corebridge” and “Corebridge” for “AIG,” including for purposes of the first sentence of Section 8.6(f).
(d) Except as provided in Section 8.6(c), from and after the applicable Insurance Termination Time, neither Corebridge nor any member of the Corebridge Group shall have any rights to or under any Policy of AIG or any other member of the AIG Group. At the applicable Insurance Termination Time, Corebridge shall have in effect all insurance programs required to comply with Corebridge’s contractual obligations and such other Policies required by Applicable Law or as reasonably necessary or appropriate for companies operating a business similar to Corebridge’s business.
(e) Neither Corebridge nor any member of the Corebridge Group, in connection with making a claim under any insurance policy of AIG or any member of the AIG Group pursuant to this Section 8.6, shall take any action that would be reasonably likely to (i) have a material and adverse impact on the then-current relationship between AIG or any member of the AIG Group, on the one hand, and the applicable insurance company, broker or third-party claims administrator, 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 AIG or any member of the AIG Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of AIG or any member of the AIG Group under the applicable insurance policy, it being understood that the good faith submission of a claim under an insurance policy in accordance with the insurance policy’s terms and conditions will not be deemed to be a breach of this Section 8.6(e).
(f) All payments and reimbursements by Corebridge pursuant to this Section 8.6 will be made within forty-five (45) days after Cxxxxxxxxx’s receipt of an invoice therefor from AIG, unless otherwise agreed in writing by the Parties. If AIG incurs costs to enforce Corebridge’s obligations herein, Cxxxxxxxxx agrees to indemnify and hold harmless AIG for such enforcement costs, including reasonable attorneys’ fees, pursuant to Section 9.6(b). AIG shall retain the exclusive right to control its Policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its Policies and programs and to amend, modify or waive any rights under any such Policies and programs, notwithstanding whether any such Policies or programs apply to any Corebridge Liabilities and/or claims Corebridge has made or could make in the future, and no member of the Corebridge Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with AIG’s insurers with respect to any of AIG’s Policies and programs, or amend, modify or waive any rights under any such Policies and programs. Corebridge shall cooperate with AIG and share such information as is reasonably necessary in order to permit AIG to manage and conduct its insurance matters as AIG deems appropriate. Neither AIG nor any member of the AIG Group shall have any obligation any member of the Corebridge Group to secure extended reporting for any claims under any Policies of AIG or any member of the AIG Group. 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 applicable Group covered under an applicable insurance Policy.
(g) 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 any members member of the HHH AIG Group in respect of any insurance policy or any other contract or policy of insurance.
(gh) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective TimeCorebridge does hereby, for a period from completion itself and each other member of the Distribution through April Corebridge Group, agree that no member of 2025. Upon conclusion the AIG Group shall have any Liability whatsoever as a result of this periodthe Policies and practices of AIG and the members of the AIG Group as in effect at any time, Seaport Entertainment shall acquire its own including as a result of the level or scope of any such insurance, the creditworthiness of any insurance policies covering carrier, the Seaport Entertainment Group terms and each conditions of its directorsany policy, officers and employees or the adequacy or timeliness of any notice to any insurance carrier with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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 limitsor potential claim or otherwise.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 1 contract
Samples: Separation Agreement (American International Group, Inc.)
Insurance Matters. (a) The Parties intend by this Agreement Buyer hereby covenants and agrees that, to from and after the extent permitted Closing, it shall not, and shall cause the other members of the Buyer Group not to, (i) submit any claim under the terms of any applicable insurance policy, Seaport Entertainment, each other policy maintained by any member of the Seaport Entertainment Wassxxx Xxxup, other than claims made in good faith, or (ii) submit any claim based upon or arising out of events occurring or circumstances arising after the Closing Date under any insurance policy maintained by any member of the Wassxxx Xxxup, other than insurance policies maintained solely by one or more of the DAP Entities (the "Joint Policies"), insuring against any loss, liability, damage or expense relating to the assets, businesses, operations, conduct, products and employees (including former employees) of the business of any DAP Entity, and Buyer further acknowledges and agrees that from and after the Closing, no member of the Wassxxx Xxxup shall have any obligation to maintain or provide any insurance coverage for any loss that may be incurred by any member of the Buyer Group that is based upon or arises out of events occurring or circumstances arising after the Closing Date. On or prior to the Closing Date, Seller shall purchase excess products liability insurance coverage, the premium for which and each all expenses related to which shall be the responsibility of Buyer and which shall be paid at or prior to the Closing, for all of the members of the Wassxxx Xxxup and any of their respective directors, officers Subsidiaries (excluding General Cable Corporation and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have its Subsidiaries but including the DAP Entities) as of the Effective Time Closing Date for the period commencing December 31, 1994 through and including the Closing Date of (pound)50,000,000 in excess of (pound)100,000,000 for such period which is, in all respects reasonably acceptable to Seller, including without limitation, on the same terms and quality of coverage as is provided under the relevant Insurance Policies. The Buyer Group shall, as promptly as practicable, provide Seller with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee copy of HHH before the Effective Time each claim made under any insurance policy, including any rights that Seaport Entertainment, any other member of the Seaport Entertainment Group or any Joint Policies. In addition, each of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee Buyer and Seller will provide the other with reasonable access to avail itself, himself or herself of any policy of insurance or any agreements related such information relating to the policies in effect before Joint Policies as the Effective Time, with respect to events occurring before the Effective Timerequesting party shall reasonably request.
(b) After From and after the Effective TimeClosing, HHH the Buyer Group shall be solely responsible for all premiums, additional premiums (retrospective or otherwise), premium increases or adjustments relating to the insurance policies referenced in Section 6.9(a) hereof to the extent related to the DAP Entities. In addition, from and each other member after the Closing, the Buyer Group shall be solely responsible for all claim deductibles, self-insured retentions, retrospective or adjusted premiums and any claims handling or service charges, premiums or expenses in respect of all claims made by, on behalf of or for the benefit of any of the HHH Group) DAP Entities under such policies and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall not, without the consent of Seaport Entertainment for any gaps in or HHH, respectively (limits on coverage applicable to 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 member of the Group of the other Party claims with respect to insurance coverage otherwise afforded such policies. In no event shall the DAP Entities or the Buyer Group be entitled to such other Party for pre-Distribution claims; providedsubmit any claim, howeveror receive any benefit, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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 referred to any insurance carrier with respect to any claim or potential claim.
(e) Except to the extent otherwise provided in Section 5.16(b), 6.9(a) in no the event will HHH, any other member of the HHH DAP Entities or the Buyer Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policybreaches this paragraph (b).
(f) 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 any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 1 contract
Insurance Matters. (a) The Parties intend by this Agreement that, PC Mall and eCOST agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the extent permitted under date hereof through the terms Distribution Date and for the treatment of any applicable insurance policy, Seaport Entertainment, each other member of Insurance Policies that will remain in effect following the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as Closing Date on a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainmentmutually agreeable basis. In no event shall PC Mall, any other member of the Seaport Entertainment PC Mall Group or any PC Mall Indemnitee have liability or obligation whatsoever to any member of its the eCOST Group in the event that any Insurance Policy or their respective directorsother contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, officersshall be unavailable or inadequate to cover any Liability of any member of the eCOST Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.
(i) except as otherwise provided in any Ancillary Agreement, or employees the parties intend by this Agreement that eCOST and each other member of the eCOST Group be successors-in-interest to all rights that any member of the eCOST Group may have as of the Closing Date as a subsidiary, affiliate, division or department of PC Mall prior to the Closing Date under any policy of insurance issued to PC Mall by any insurance carrier unaffiliated with PC Mall or under any agreements related to such policies executed and delivered prior to the Closing Date, including any rights such member of the eCOST Group may have, as an insured or additional named insured, Subsidiarysubsidiary, Affiliateaffiliate, divisiondivision or department, director, officer or employee to avail itself, himself or herself itself of any such policy of insurance or any such agreements related to the such policies as in effect before prior to the Effective TimeClosing Date. At the request of eCOST, with respect PC Mall shall take all reasonable steps, including the execution and delivery of any instruments, to events occurring before effect the Effective Time.foregoing; provided however that PC Mall shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith;
(bii) After except as otherwise contemplated by any Ancillary Agreement, after the Effective TimeClosing Date, HHH (and each other none of PC Mall or eCOST or any member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall nottheir respective Groups shall, without the consent of Seaport Entertainment or HHH, respectively (such consent not to be unreasonably withheld, conditioned or delayed)the other, provide any such insurance carrier with a release release, or amend, modify or waive any rights under any insurance such policy or agreement, if such release, amendment, modification or waiver thereunder would materially adversely affect any rights or potential rights of any member of the other Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claimsthereunder; provided, however, provided however that the foregoing shall not (iA) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (iiB) require any member of any Group to pay any premium or other amount or to incur any Liability Liability, or (iiiC) require any member of any Group to renew, extend or continue any policy in force. Each of eCOST and PC Mall will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(fb) 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 any members member of the HHH PC Mall Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance.
(gc) HHH eCOST does hereby, for itself and each other member of the eCOST Group, agree that no member of the PC Mall Group or any PC Mall Indemnitee shall provide for Seaport Entertainment to remain covered by have any Liability whatsoever as a result of the insurance policies held by HHH Group after and practices of PC Mall and its Affiliates as in effect at any time prior to the Effective TimeClosing Date, for including as a period from completion result of the Distribution through April level or scope of 2025. Upon conclusion any such insurance, the creditworthiness of this periodany insurance carrier, Seaport Entertainment shall acquire its own the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees carrier with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing any claim or potential claim or otherwise.
(d) Nothing in this Agreement will shall be deemed to restrict any member of the Seaport Entertainment eCOST Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 1 contract
Samples: Master Separation and Distribution Agreement (Ecost Com Inc)
Insurance Matters. (a) The Parties intend by this Agreement that, Agere agrees that it will pay to Lucent $369,549 per month (prorated on a daily basis for any partial month) in respect of the extent permitted period from the date hereof until the first Distribution Date following which Agere obtains insurance or is no longer covered under the terms Insurance Policies, such amount to be payable in arrears by the tenth day of the next succeeding month, in respect of Insurance Policies under which Agere will continue to have coverage following the date hereof. Lucent and Agere agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the first Distribution Date following which Agere obtains insurance or is no longer covered under the Insurance Policies, and for the treatment of any applicable insurance policy, Seaport Entertainment, each other member of Insurance Policies that will remain in effect following the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as Closing Date on a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainmentmutually agreeable basis. In no event shall Lucent, any other member of the Seaport Entertainment Lucent Group or any Lucent Indemnitee have liability or obligation whatsoever to any member of its the Agere Group in the event that any Insurance Policy or their respective directorsother contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, officersshall be unavailable or inadequate to cover any Liability of any member of the Agere Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.
(i) Except as otherwise provided in any Ancillary Agreement, or employees the parties intend by this Agreement that Agere and each other member of the Agere Group be successors-in-interest to all rights that any member of the Agere Group may have as of the Closing Date as a subsidiary, affiliate, division or department of Lucent prior to the Closing Date under any policy of insurance issued to Lucent by any insurance carrier or under any agreements related to such policies executed and delivered prior to the Closing Date, including any rights such member of the Agere Group may have, as an insured or additional named insured, Subsidiarysubsidiary, Affiliateaffiliate, divisiondivision or department, director, officer or employee to avail itself, himself or herself itself of any such policy of insurance or any such agreements related to the such policies as in effect before prior to the Effective TimeClosing Date. At the request of Agere, with respect Lucent shall take all reasonable steps, including the execution and delivery of any instruments, to events occurring before effect the Effective Timeforegoing; provided however that Lucent shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith.
(bii) After Except as otherwise contemplated by any Ancillary Agreement, after the Effective TimeClosing Date, HHH (and each other none of Lucent or Agere or any member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall nottheir respective Groups shall, without the consent of Seaport Entertainment or HHH, respectively (such consent not to be unreasonably withheld, conditioned or delayed)the other, provide any such insurance carrier with a release release, or amend, modify or waive any rights under any insurance such policy or agreement, if such release, amendment, modification or waiver thereunder would materially adversely affect any rights or potential rights of any member of the other Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claimsthereunder; provided, however, provided however that the foregoing shall not (iA) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (iiB) require any member of any Group to pay any premium or other amount or to incur any Liability Liability, or (iiiC) require any member of any Group to renew, extend or continue any policy in force. Each of Agere and Lucent will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members member of the HHH Lucent Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance.
(gd) HHH Agere does hereby, for itself and each other member of the Agere Group, agree that no member of the Lucent Group or any Lucent Indemnitee shall provide for Seaport Entertainment to remain covered by have any Liability whatsoever as a result of the insurance policies held by HHH Group after and practices of Lucent and its Affiliates as in effect at any time prior to the Effective TimeClosing Date, for including as a period from completion result of the Distribution through April level or scope of 2025. Upon conclusion any such insurance, the creditworthiness of this periodany insurance carrier, Seaport Entertainment shall acquire its own the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees carrier with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing any claim or potential claim or otherwise.
(e) Nothing in this Agreement will shall be deemed to restrict any member of the Seaport Entertainment Agere Group from acquiring at its own expense any other insurance Insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 1 contract
Samples: Separation and Distribution Agreement (Agere Systems Inc)
Insurance Matters. The provisions of this Section 8.1 shall apply only to the extent not otherwise provided for in the Employee Matters Agreement.
(a) The Parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Seaport EntertainmentDesign Reactor, each other member of the Seaport Entertainment CXApp Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Distribution Time (with respect to events occurring or claimed to have occurred before the Effective Distribution Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH Inpixon before the Effective Distribution Time under any insurance policy, including any rights that Seaport EntertainmentDesign Reactor, any other member of the Seaport Entertainment CXApp Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Distribution Time, with respect to events occurring before the Effective Distribution Time.
(b) After the Effective Distribution Time, HHH Inpixon (and each other member of the HHH Inpixon Group) and Seaport Entertainment Design Reactor (and each other member of the Seaport Entertainment CXApp Group) shall not, without the consent of Seaport Entertainment Design Reactor or HHHInpixon, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Inpixon Group or any HHH Inpixon Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Distribution Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b8.1(b), in no event will HHHInpixon, any other member of the HHH Inpixon Group or any HHH Inpixon Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment CXApp Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment CXApp Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members of the HHH Inpixon Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing Nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment CXApp Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period. After the Distribution Time, Design Reactor will acquire its own insurance policies covering the CXApp Group and each of their respective directors, officers and employees.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH Inpixon and Seaport Entertainment Design Reactor desire to reinstate such limits, the cost of reinstatement will be shared by HHH Inpixon and Seaport Entertainment Design Reactor 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.
(i) For purposes of this Agreement, “Covered Matter” means shall mean any matter, whether arising before or after the Effective Distribution Time, with respect to which any Seaport Entertainment CXApp Indemnitee may seek to exercise any right under any insurance policy pursuant to thisthis Section 8.1. If Design Reactor receives notice or otherwise learns of any Covered Matter, Design Reactor shall promptly give Inpixon written notice thereof. Any such notice shall describe the Covered Matter in reasonable detail. With respect to each Covered Matter and any Joint Claim, Design Reactor shall have sole responsibility for reporting the claim to the insurance carrier and will provide a copy of such report to Design Reactor. If Inpixon or another member of the Inpixon Group fails to notify Design Reactor within fifteen (15) days that it has submitted an insurance claim with respect to a Covered Matter or Joint Claim, Design Reactor shall be permitted to submit (on behalf of the applicable CXApp Indemnitee) such insurance claim.
Appears in 1 contract
Insurance Matters. (a) The Parties intend Notwithstanding any other provision of this Agreement, from and after the Distribution Date, no member of the Energy Supply Group will have any rights whatsoever with respect to any Parent Group Policies, except that Parent will, if requested by this Agreement thatNewCo, use reasonable best efforts to (i) request, assert, maintain or settle claims on behalf of NewCo or another member of the Energy Supply Group with respect any Loss, Liability or damage identified by NewCo with respect to any Energy Supply Assets or Energy Supply Liabilities under Parent Group Policies, if any, with third-party insurers which are “occurrence based” insurance policies (“Occurrence Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Date, to the extent permitted under the terms of any applicable insurance policy, Seaport Entertainment, each other member of the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainment, any other member of the Seaport Entertainment Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Time, with respect to events occurring before the Effective Time.
(b) After the Effective Time, HHH (and each other member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall not, without the consent of Seaport Entertainment or HHH, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any insurance, (ii) the creditworthiness of any insurance carrier, (iii) the terms and conditions of any policy, such Occurrence Policy and agreements relating thereto so allow and (ii) assist NewCo or (iv) another member of the adequacy or timeliness of any notice Energy Supply Group to any insurance carrier pursue and settle claims with respect to the Energy Supply Business, Energy Supply Assets or Energy Supply Liabilities that were reported to any claim or potential claim.
(e) Except third party insurer according to the extent otherwise terms and conditions of the applicable Parent Group Policies written on a “claims made” basis (“Claims Made Policies”) prior to the Distribution Date; provided in Section 5.16(b), in no event will HHH, any other that (A) all of Parent’s and each member of the HHH Parent Group’s reasonable costs and expenses incurred in connection with the foregoing are promptly paid by NewCo, (B) Parent and the Parent Group or may, at any HHH Indemnitee have any time, without Liability or obligation whatsoever to NewCo or any member of the Seaport Entertainment Energy Supply Group if any insurance policy is terminated (other than as set forth in Section 8.06(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise ceases modify any Occurrence Policies (and such claims will be subject to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) This Agreement shall amendments, commutations, terminations, buy-outs, extinguishments and modifications), in each case provided that such modifications are 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 any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees discriminatory with respect to events occurring after the Effective Time. Notwithstanding Energy Supply Assets or the foregoing, nothing in this Agreement Energy Supply Liabilities (C) any such claim will be deemed subject to restrict any member all of the Seaport Entertainment terms and conditions of the applicable Parent Group from acquiring at its own expense Policy and (D) NewCo promptly pays to Parent any other insurance policy in respect of any Liabilities or covering any periodapplicable deductible.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 1 contract
Insurance Matters. (a) The Parties intend by this Agreement that, AIG and Corebridge agree to use commercially reasonable efforts and cooperate in good faith to provide for an orderly transition of insurance coverage from the extent permitted under date hereof through the terms of any applicable insurance policy, Seaport Entertainment, each other member of the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have Majority Holder Date as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainmentset forth on Schedule 8.6. In no event shall AIG, any other member of the Seaport Entertainment AIG Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Time, with respect to events occurring before the Effective Time.
(b) After the Effective Time, HHH (and each other member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall not, without the consent of Seaport Entertainment or HHH, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH AIG Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Corebridge Group if in the event that any insurance policy is or insurance policy related contract shall be terminated or otherwise ceases cease to be in effect for any reason, is shall be unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Corebridge Group for any reason whatsoever or is shall not be renewed or extended beyond the current expiration date.
(b) With respect to each AIG Policy in place as of the date of any this Agreement, until the earliest of (x) the date Corebridge has obtained in effect such insurance policies as meet the specifications set forth in Section 8.6(d), (y) the Majority Holder Date or (z) other than with respect to insurance policies providing coverage for director and officer liability (for which this clause (z) shall not apply), April 30, 2023 (or such other date as may be agreed by the Parties after the date hereof) (the “Insurance Termination Time”), AIG shall (i) cause the members of the Corebridge Group and their respective employees, officers and directors to continue to be covered as insured parties under such Policy, in each case to the extent such Person is covered as an insured party thereunder as of the date hereof, and (ii) permit the members of the Corebridge 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 Insurance Termination Time, to the extent permitted by such Policy; provided, that Corebridge is in compliance with its obligations set forth in Section 8.6(a). Without limiting any of the rights or obligations of the parties pursuant to this Section 8.6, AIG and Corebridge acknowledge that, as of immediately prior to the Insurance Termination Time, AIG intends to take such action as it may deem necessary or desirable to remove the members of the Corebridge Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any AIG Policy.
(c) From and after the Separation Time, with respect to any losses, damages and Liability incurred by any member of the Corebridge Group in respect of facts, circumstances, events or matters that occurred prior to the Insurance Termination Time, AIG will provide Corebridge with access to, and Corebridge may make claims under, each AIG Policy in place prior to the Insurance Termination Time (and any applicable extended reporting period if such Policy is a claims made policy), but solely to the extent that such Policy provided coverage for members of the Corebridge Group or the Corebridge Business prior to the applicable Insurance Termination Time; provided, that such access to, and the right to make claims under, such Policy shall be subject to the terms, conditions and exclusions of such Policy, including but not limited to any limits on coverage or scope, any deductibles, self-insured retentions, collateral and other fees and expenses, and shall be subject to the following additional conditions:
(i) Corebridge shall notify AIG, as promptly as practicable, of any claim made by Corebridge pursuant to this Section 8.6(c) by contacting AIG’s Director of Corporate Insurance in writing in the manner set forth on Schedule 8.6(c)(i), with details as to the nature, facts and circumstances of such claim. Corebridge shall designate a Corebridge employee as the contact for each such claim who will help ensure that Corebridge satisfies it obligations set forth in this Section 8.6;
(ii) Corebridge and the members of the Corebridge Group shall indemnify, hold harmless and reimburse AIG and the members of the AIG Group for any deductibles, self-insured retention, collateral, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handling fees, and other expenses incurred by AIG or any members of the AIG Group to the extent resulting from any access to, or any claims made by Corebridge or any other members of the Corebridge Group under, any insurance provided pursuant to this Section 8.6(c), whether such claims are made by Corebridge, its employees or third Persons; and
(iii) Corebridge shall exclusively bear (and neither AIG nor any members of the AIG Group shall have any obligation to repay or reimburse Corebridge or any member of the Corebridge Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by Corebridge or any member of the Corebridge Group under the Policies as provided for in this Section 8.6(c). In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the Corebridge Group, on the one hand, the AIG 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 the applicable insurance carrier(s) (including any submissions prior to the applicable Insurance Termination Time). To the extent that the AIG Group or the Corebridge Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to AIG’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 AIG 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 AIG Group is entitled to coverage under Cxxxxxxxxx’s third-party Policies, the same process pursuant to this Section 8.6(c) shall apply, substituting “AIG” for “Corebridge” and “Corebridge” for “AIG,” including for purposes of the first sentence of Section 8.6(f).
(d) Except as provided in Section 8.6(c), from and after the applicable Insurance Termination Time, neither Corebridge nor any member of the Corebridge Group shall have any rights to or under any Policy of AIG or any other member of the AIG Group. At the applicable Insurance Termination Time, Corebridge shall have in effect all insurance programs required to comply with Corebridge’s contractual obligations and such other Policies required by Applicable Law or as reasonably necessary or appropriate for companies operating a business similar to Corebridge’s business.
(e) Neither Corebridge nor any member of the Corebridge Group, in connection with making a claim under any insurance policy of AIG or any member of the AIG Group pursuant to this Section 8.6, shall take any action that would be reasonably likely to (i) have a material and adverse impact on the then-current relationship between AIG or any member of the AIG Group, on the one hand, and the applicable insurance company, broker or third-party claims administrator, 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 AIG or any member of the AIG Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of AIG or any member of the AIG Group under the applicable insurance policy, it being understood that the good faith submission of a claim under an insurance policy in accordance with the insurance policy’s terms and conditions will not be deemed to be a breach of this Section 8.6(e).
(f) All payments and reimbursements by Corebridge pursuant to this Section 8.6 will be made within forty-five (45) days after Cxxxxxxxxx’s receipt of an invoice therefor from AIG, unless otherwise agreed in writing by the Parties. If AIG incurs costs to enforce Corebridge’s obligations herein, Cxxxxxxxxx agrees to indemnify and hold harmless AIG for such enforcement costs, including reasonable attorneys’ fees, pursuant to Section 9.6(b). AIG shall retain the exclusive right to control its Policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its Policies and programs and to amend, modify or waive any rights under any such Policies and programs, notwithstanding whether any such Policies or programs apply to any Corebridge Liabilities and/or claims Corebridge has made or could make in the future, and no member of the Corebridge Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with AIG’s insurers with respect to any of AIG’s Policies and programs, or amend, modify or waive any rights under any such Policies and programs. Corebridge shall cooperate with AIG and share such information as is reasonably necessary in order to permit AIG to manage and conduct its insurance matters as AIG deems appropriate. Neither AIG nor any member of the AIG Group shall have any obligation any member of the Corebridge Group to secure extended reporting for any claims under any Policies of AIG or any member of the AIG Group. 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 applicable Group covered under an applicable insurance Policy.
(g) 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 any members member of the HHH AIG Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To Corebridge does hereby, for itself and each other member of the extent Corebridge Group, agree that no member of the AIG Group shall have any Liability whatsoever as a result of the Policies and practices of AIG and the members of the AIG 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 policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limitscarrier, the cost terms and conditions of reinstatement will be shared by HHH and Seaport Entertainment as any policy, or the Parties may agree. If either Party, in its sole discretion, determines that such reinstatement would not be beneficial, that Party shall not contribute adequacy or timeliness of any notice to the cost of reinstatement and will not make any claim thereunder nor otherwise seek to benefit from the reinstated policy limits.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, insurance carrier with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to thisclaim or potential claim or otherwise.
Appears in 1 contract
Insurance Matters. The provisions of this Section 8.1 shall apply only to the extent not otherwise provided for in the Employee Matters Agreement.
(a) The Parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Seaport EntertainmentDesign Reactor, each other member of the Seaport Entertainment CXApp Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Distribution Time (with respect to events occurring or claimed to have occurred before the Effective Distribution Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH Inpixon before the Effective Distribution Time under any insurance policy, including any rights that Seaport EntertainmentDesign Reactor, any other member of the Seaport Entertainment CXApp Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Distribution Time, with respect to events occurring before the Effective Distribution Time.
(b) After the Effective Distribution Time, HHH Inpixon (and each other member of the HHH Inpixon Group) and Seaport Entertainment Design Reactor (and each other member of the Seaport Entertainment CXApp Group) shall not, without the consent of Seaport Entertainment Design Reactor or HHHInpixon, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 1 contract
Samples: Separation and Distribution Agreement (KINS Technology Group, Inc.)
Insurance Matters. The provisions of this Section 8.1 shall apply only to the extent not otherwise provided for in the Employee Matters Agreement.
(a) The Parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Seaport EntertainmentOmniAb, each other member of the Seaport Entertainment OmniAb Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Distribution Time (with respect to events occurring or claimed to have occurred before the Effective Distribution Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH Ligand before the Effective Distribution Time under any insurance policy, including any rights that Seaport EntertainmentOmniAb, any other member of the Seaport Entertainment OmniAb Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Distribution Time, with respect to events occurring before the Effective Distribution Time.
(b) After the Effective Distribution Time, HHH Ligand (and each other member of the HHH Ligand Group) and Seaport Entertainment OmniAb (and each other member of the Seaport Entertainment OmniAb Group) shall not, without the consent of Seaport Entertainment OmniAb or HHHLigand, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Ligand Group or any HHH Ligand Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Distribution Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b8.1(b), in no event will HHHLigand, any other member of the HHH Ligand Group or any HHH Ligand Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment OmniAb Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment OmniAb Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members of the HHH Ligand Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing Nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment OmniAb Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period. After the Distribution Time, OmniAb will acquire its own insurance policies covering the OmniAb Group and each of their respective directors, officers and employees.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH Ligand and Seaport Entertainment OmniAb desire to reinstate such limits, the cost of reinstatement will be shared by HHH Ligand and Seaport Entertainment OmniAb 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.
(i) For purposes of this Agreement, “Covered Matter” means shall mean any matter, whether arising before or after the Effective Distribution Time, with respect to which any Seaport Entertainment OmniAb Indemnitee may seek to exercise any right under any insurance policy pursuant to thisthis Section 8.1. If OmniAb receives notice or otherwise learns of any Covered Matter, OmniAb shall promptly give Ligand written notice thereof. Any such notice shall describe the Covered Matter in reasonable detail. With respect to each Covered Matter and any Joint Claim, OmniAb shall have sole responsibility for reporting the claim to the insurance carrier and will provide a copy of such report to OmniAb. If Ligand or another member of the Ligand Group fails to notify OmniAb within fifteen (15) days that it has submitted an insurance claim with respect to a Covered Matter or Joint Claim, OmniAb shall be permitted to submit (on behalf of the applicable OmniAb Indemnitee) such insurance claim.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Ligand Pharmaceuticals Inc)
Insurance Matters. (a) The Parties intend by this Agreement that, Lucent and Avaya agree to cooperate in good faith to provide for an orderly transition of insurance coverage for the extent permitted under the terms treatment of any applicable insurance policy, Seaport Entertainment, each other member of Insurance Policies that will remain in effect following the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as Distribution Date on a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainmentmutually agreeable basis. In no event shall Lucent, any other member of the Seaport Entertainment Lucent Group or any Lucent Indemnitee have liability or obligation whatsoever to any member of its the Avaya Group in the event that any Insurance Policy or their respective directorsother -45- 51 contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, officersshall be unavailable or inadequate to cover any Liability of any member of the Avaya Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.
(i) Except as otherwise provided in any Ancillary Agreement, or employees the parties intend by this Agreement that Avaya and each other member of the Avaya Group be successors-in-interest to all rights that any member of the Avaya Group may have as of the Distribution Date as a subsidiary, affiliate, division or department of Lucent prior to the Distribution Date under any policy of insurance issued to Lucent by any insurance carrier or under any agreements related to such policies executed and delivered prior to the Distribution Date, including any rights such member of the Avaya Group may have, as an insured or additional named insured, Subsidiarysubsidiary, Affiliateaffiliate, divisiondivision or department, director, officer or employee to avail itself, himself or herself itself of any such policy of insurance or any such agreements related to the such policies as in effect before prior to the Effective TimeDistribution Date. At the request of Avaya, with respect Lucent shall take all reasonable steps, including the execution and delivery of any instruments, to events occurring before effect the Effective Timeforegoing; provided, however that Lucent shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith.
(bii) After Except as otherwise contemplated by any Ancillary Agreement, after the Effective TimeDistribution Date, HHH (and each other none of Lucent or Avaya or any member of the HHH Group) and Seaport Entertainment (and each other member of the Seaport Entertainment Group) shall nottheir respective Groups shall, without the consent of Seaport Entertainment or HHH, respectively (such consent not to be unreasonably withheld, conditioned or delayed)the other, provide any such insurance carrier with a release release, or amend, modify or waive any rights under any insurance such policy or agreement, if such release, amendment, modification or waiver thereunder would materially adversely affect any rights or potential rights of any member of the other Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claimsthereunder; provided, however, however that the foregoing shall not (iA) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (iiB) require any member of any Group to pay any premium or other amount or to incur any Liability Liability, or (iiiC) require any member of any Group to renew, extend or continue any policy in force. Each of Lucent and Avaya will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members member of the HHH Lucent Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance.
(gd) HHH Avaya does hereby, for itself and each other member of the Avaya Group, agree that no member of the Lucent Group or any Lucent Indemnitee shall provide for Seaport Entertainment to remain covered by have any Liability whatsoever as a result of the insurance policies held by HHH Group after and practices of Lucent and its Affiliates as in effect at any time prior to the Effective TimeDistribution Date, for including as a period from completion result of the Distribution through April level or scope of 2025. Upon conclusion any such insurance, the creditworthiness of this periodany insurance carrier, Seaport Entertainment shall acquire its own the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees carrier with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing any claim or potential claim or otherwise.
(e) Nothing in this Agreement will shall be deemed to restrict any member of the Seaport Entertainment Avaya Group from acquiring at its own expense any other insurance Insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 1 contract
Samples: Contribution and Distribution Agreement (Avaya Inc)
Insurance Matters. (a) The Parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Seaport EntertainmentESAB, each other member of the Seaport Entertainment ESAB Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH Enovis before the Effective Time under any insurance policy, including any rights that Seaport EntertainmentESAB, any other member of the Seaport Entertainment ESAB Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Time, with respect to events occurring before the Effective Time. To the extent any pre-Distribution claims with respect to any such insurance policy relates to the ESAB Business, ESAB shall be liable for any and all costs and expenses with respect to such claim.
(b) After the Effective Time, HHH Enovis (and each other member of the HHH Enovis Group) and Seaport Entertainment ESAB (and each other member of the Seaport Entertainment ESAB Group) shall not, without the consent of Seaport Entertainment ESAB or HHHEnovis, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Enovis Group or any HHH Enovis Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHHEnovis, any other member of the HHH Enovis Group or any HHH Enovis Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment ESAB Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment ESAB Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members of the HHH Enovis Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing Nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment ESAB Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period. After the Effective Time, ESAB will acquire its own insurance policies covering the ESAB Group and each of their respective directors, officers and employees.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH Enovis and Seaport Entertainment ESAB desire to reinstate such limits, the cost of reinstatement will be shared by HHH Enovis and Seaport Entertainment ESAB 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.
(i) For purposes of this Agreement, “Covered Matter” means shall mean any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment ESAB Indemnitee may seek to exercise any right under any insurance policy pursuant to thisthis Section 5.16. If ESAB receives notice or otherwise learns of any Covered Matter, ESAB shall promptly give Enovis written notice thereof. Any such notice shall describe the Covered Matter in reasonable detail. With respect to each Covered Matter and any Joint Claim, Enovis shall have sole responsibility for reporting the claim to the insurance carrier and will provide a copy of such report to ESAB. If Enovis or another member of the Enovis Group fails to notify ESAB within fifteen (15) days that it has submitted an insurance claim with respect to a Covered Matter or Joint Claim, ESAB shall be permitted to submit (on behalf of the applicable ESAB Indemnitee) such insurance claim.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Enovis CORP)
Insurance Matters. (a) The Parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Seaport EntertainmentESAB, each other member of the Seaport Entertainment ESAB Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH Enovis before the Effective Time under any insurance policy, including any rights that Seaport EntertainmentESAB, any other member of the Seaport Entertainment ESAB Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Time, with respect to events occurring before the Effective Time.
(b) After the Effective Time, HHH Enovis (and each other member of the HHH Enovis Group) and Seaport Entertainment ESAB (and each other member of the Seaport Entertainment ESAB Group) shall not, without the consent of Seaport Entertainment ESAB or HHHEnovis, 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 member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Enovis Group or any HHH Enovis Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHHEnovis, any other member of the HHH Enovis Group or any HHH Enovis Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment ESAB Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment ESAB Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members of the HHH Enovis Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing Nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment ESAB Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period. After the Effective Time, ESAB will acquire its own insurance policies covering the ESAB Group and each of their respective directors, officers and employees.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH Enovis and Seaport Entertainment ESAB desire to reinstate such limits, the cost of reinstatement will be shared by HHH Enovis and Seaport Entertainment ESAB 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.
(i) For purposes of this Agreement, “Covered Matter” means shall mean any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment ESAB Indemnitee may seek to exercise any right under any insurance policy pursuant to thisthis Section 5.16. If ESAB receives notice or otherwise learns of any Covered Matter, ESAB shall promptly give Enovis written notice thereof. Any such notice shall describe the Covered Matter in reasonable detail. With respect to each Covered Matter and any Joint Claim, ESAB shall have sole responsibility for reporting the claim to the insurance carrier and will provide a copy of such report to ESAB. If Enovis or another member of the Enovis Group fails to notify ESAB within fifteen (15) days that it has submitted an insurance claim with respect to a Covered Matter or Joint Claim, ESAB shall be permitted to submit (on behalf of the applicable ESAB Indemnitee) such insurance claim.
Appears in 1 contract
Insurance Matters. (a) The Parties intend by this Agreement that, Brink’s and BHS agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the extent permitted under date hereof through the terms Distribution Date and for the treatment of any applicable insurance policy, Seaport Entertainment, each other member of Insurance Policies that will remain in effect following the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as Distribution Date on a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainmentmutually agreeable basis. In no event shall Brink’s, any other member of the Seaport Entertainment Brink’s Group or any Brink’s Indemnitee have liability or obligation whatsoever to any member of its the BHS Group or their respective directorsany BHS Indemnitee 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, officersshall be unavailable or inadequate to cover any Liability of any member of the BHS Group or any BHS Indemnitee for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.
(i) Except as otherwise provided in any Ancillary Agreement, or employees the Parties intend by this Agreement that BHS and each other member of the BHS Group be successors-in-interest to all rights that any member of the BHS Group may have as of the Distribution Date as a subsidiary, affiliate, division or department of Brink’s prior to the Distribution Date under any policy of insurance issued to Brink’s or any other member of the Brink’s Group by any insurance carrier or under any agreements related to such policies executed and delivered prior to the Distribution Date, including any rights such member of the BHS Group may have, as an insured or additional named insured, Subsidiarysubsidiary, Affiliateaffiliate, divisiondivision or department, director, officer or employee to avail itself, himself or herself itself of any such policy of insurance or any such agreements related to the such policies as in effect before prior to the Effective TimeDistribution Date. At the request of BHS, with respect Brink’s shall take all reasonable steps, including the execution and delivery of any instruments, to events occurring before effect the Effective Timeforegoing; provided, however, that Brink’s shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith.
(bii) After Except as otherwise contemplated by any Ancillary Agreement, after the Effective TimeDistribution Date, HHH Brink’s (and each other member of the HHH Brink’s Group) and Seaport Entertainment BHS (and each other member of the Seaport Entertainment BHS Group) shall not, without the consent of Seaport Entertainment BHS or HHHBrink’s, respectively (such consent not to be unreasonably withheld, conditioned or delayed)respectively, provide any such insurance carrier with a release or amend, modify or waive any rights under any insurance such policy or agreement, if such release, amendment, modification or waiver thereunder would materially adversely affect any rights or potential rights of any member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claimsParty; provided, however, that the foregoing shall not (iA) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (iiB) require any member of any Group to pay any premium or other amount or to incur any Liability or (iiiC) require any member of any Group to renew, extend or continue any policy in force. Each of Brink’s and BHS will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion.
(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No member of the HHH Group or any HHH Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any 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.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members member of the HHH Brink’s Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance.
(gd) HHH BHS does hereby, for itself and each other member of the BHS Group, agree that no member of the Brink’s Group or any Brink’s Indemnitee shall provide for Seaport Entertainment to remain covered by have any Liability whatsoever as a result of the insurance policies held by HHH Group after and practices of Brink’s and its Affiliates as in effect at any time prior to the Effective TimeDistribution Date, for including as a period from completion result of the Distribution through April level or scope of 2025. Upon conclusion any such insurance, the creditworthiness of this periodany insurance carrier, Seaport Entertainment shall acquire its own the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees carrier with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing any claim or potential claim or otherwise.
(e) Nothing in this Agreement will shall be deemed to restrict any member of the Seaport Entertainment BHS Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(hf) To After the Distribution Date, BHS shall (i) at the election of Brink’s, reimburse Brink’s for, or pay directly to the applicable third party insurance carrier, the portion of any (A) workers’ compensation premium, retrospectively rated premium adjustment, payroll audit adjustments, taxes, surcharges and payroll-driven assessment adjustments; provided that with respect to payroll audit adjustments, taxes, surcharges and payroll-driven assessment adjustments, BHS shall reimburse Brink’s only for claims related to payroll paid during the calendar year 2008, (B) claims and claims allocated expenses in respect of self-insured automobile liability and general liability (including errors and omissions coverage) fronting programs, but only for such claims and claims administrative expenses that are billed to Brink’s on, after or 30 days prior to the Distribution Date, and (C) claims, claims allocated expenses and any taxes, surcharges and assessments related to any claim in respect of workers’ compensation programs that are self-insured or that require the insured party to pay a deductible, in each case allocable to BHS or any other member of the BHS Group for claims made on or prior to the Distribution Date under insurance policies or self-insurance authorizations covering BHS or any other member of the BHS Group, but only for such claims, claims allocated expenses and any taxes, surcharges and assessments related to workers’ compensation claims that are billed to Brink’s on, after or 30 days prior to the Distribution Date, and (ii) reimburse Brink’s for the portion of any costs associated with surety bonds, letters of credit or other similar instruments provided by Brink’s that guarantee deductibles, reserves or other amounts related to workers’ compensation, automobile liability and general liability claims of BHS or any other member of the BHS Group. Such reimbursement shall be made in immediately available funds within 15 business days of receipt of an invoice from Brink’s setting forth such premium, claim, administrative or allocated expenses, tax, surcharge or assessment in reasonable detail. Brink’s shall not settle, arbitrate or litigate any insurance claim or related lawsuit against BHS or any member of the BHS Group without the prior consent of BHS (such consent not to be unreasonably withheld). After the Distribution Date, to the extent that Brink’s or BHS reasonably requires any information from the other regarding claims data, payroll or other insurance or insurance policy information in order to make filings with insurance carriers or self-insurance regulators, Brink’s and/or BHS will use commercially reasonable efforts to promptly supply such information to each other. Nothing in this Section shall obligate Brink’s or any other member of the Brink’s Group to maintain any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before claims made or events occurring after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to thisDistribution Date.
Appears in 1 contract
Insurance Matters. (a) The Parties intend by this Agreement that, Subject to the extent permitted under the terms and conditions of any this Agreement, Encompass and Enhabit agree to cooperate in good faith to attempt to implement an orderly transition of applicable insurance policy, Seaport Entertainment, each other member of coverage from the Seaport Entertainment Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before date hereof through the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of HHH before the Effective Time under any insurance policy, including any rights that Seaport Entertainment. In no event shall Encompass, any other member of the Seaport Entertainment Encompass Group or any Encompass Indemnitee have Liability or obligation whatsoever to any member of its the Enhabit Group in the event that any insurance policy or their respective directorsinsurance policy related contract shall be terminated or otherwise cease to be in effect for any reason, officers, shall be unavailable or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee inadequate to avail itself, himself or herself cover any Liability of any policy member of insurance the Enhabit Group for any reason whatsoever or any agreements related to shall not be renewed or extended beyond the policies in effect before current expiration date.
(b) From and after the Effective Time, with respect to events occurring before any losses, damages and Liability incurred by any member of the Enhabit Group prior to the Effective Time that constitutes an Enhabit Liability, at the request of Enhabit, Encompass will use commercially reasonable efforts to pursue claims, at Enhabit’s sole cost and expense (to the extent not otherwise covered by such insurance policies then in effect prior to the Effective Time.
), on behalf of the applicable member of the Enhabit Group under (bwith such member of the Enhabit Group entitled to all Insurance Proceeds resulting from or arising out of any such claims) After the Effective Time, HHH (and each Policies of Encompass or any other member of the HHH Group) and Seaport Entertainment Encompass Group in place immediately prior to the Effective Time (and each any extended reporting periods for claims-made Policies of Encompass or any other member of the Seaport Entertainment Encompass Group) shall not, without and historical Policies of Encompass or any other member of the consent of Seaport Entertainment or HHH, respectively Encompass Group (such consent Policies, collectively, the “Encompass Policies”), but solely to the extent that such Encompass Policies provided coverage for the applicable member of the Enhabit Group prior to the Effective Time; provided that such obligation of Encompass to make claims on behalf of the applicable member of the Enhabit Group under such Encompass Policies shall be subject to the terms and conditions of such Encompass 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) Enhabit shall provide written notification to Encompass of any request for Encompass to pursue a claim on behalf of the applicable member of the Enhabit Group pursuant to this Section 5.2(b), and Encompass shall use commercially reasonable efforts to pursue such claim, at Enhabit’s sole cost and expense (to the extent not otherwise covered by such insurance policies then in effect prior to the Effective Time), as promptly as is reasonably practicable;
(ii) Enhabit and the other members of the Enhabit Group shall indemnify, hold harmless and reimburse Encompass and the other members of the Encompass Group for any deductibles, self-insured retention, retrospective premium payments, indemnity payments, settlements, judgments, legal fees, allocated claims expenses, claim handling fees and expenses, and other expenses incurred by Encompass or any other member of the Encompass Group to the extent resulting from any pursuit of any claims on behalf of Enhabit or any other members of the Enhabit Group, whether such claims are pursued on behalf of Enhabit or any other members of the Enhabit Group, employees of Enhabit or any other members of the Enhabit Group, or Third Parties;
(iii) Enhabit shall, and shall cause the other members of the Enhabit Group to, cooperate with and assist Encompass and the other members of the Encompass Group and share such information as is reasonably necessary in order to permit Encompass and the other members of the Encompass Group to manage and conduct the insurance matters contemplated by this Section 5.2; and
(iv) Enhabit shall exclusively bear (and neither Encompass nor any other member of the Encompass Group shall have any obligation to repay or reimburse Enhabit or any other member of the Enhabit Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such claims pursued on behalf of Enhabit or any other member of the Enhabit Group under the Encompass Policies as provided for in this Section 5.2(b). In the event an Encompass Policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the Enhabit Group, on the one hand, and the Encompass 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 Encompass’s insurance carrier(s) (including any submissions prior to the Effective Time). To the extent that the Enhabit Group or the Encompass Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Encompass’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, Encompass may elect not to reinstate the Encompass Policy aggregate. In the event that Encompass elects not to reinstate the Encompass Policy aggregate, it shall provide prompt written notice to Enhabit, and Enhabit may direct Encompass in writing to, and Encompass shall, in such case reinstate the Encompass Policy aggregate; provided that Enhabit shall be unreasonably withheldresponsible for all reinstatement premiums and other costs associated with such reinstatement. In the event that any member of the Encompass Group incurs any losses, conditioned damages or delayedLiability prior to or in respect of the period prior to the Effective Time for which such member of the Encompass Group is entitled to coverage under the Policies of Enhabit or any other member of the Enhabit Group, the same process pursuant to this Section 5.2(b) shall apply, substituting “Encompass” for “Enhabit” and “Enhabit” for “Encompass,” as applicable.
(c) Except as provided in Section 5.2(a) and Section 5.2(b), provide from and after the Distribution Date, neither Enhabit nor any member of the Enhabit Group shall have any rights to or under any of the Policies of Encompass or any other member of the Encompass Group. At the Distribution Date, Enhabit shall have in effect all insurance carrier programs required to comply with Enhabit’s contractual obligations and such other Policies required by Law or as reasonably necessary or appropriate for companies operating a release business similar to Enhabit’s.
(d) In connection with Encompass’s pursuit of a claim on behalf of Enhabit or any other member of the Enhabit Group under any Encompass Policy pursuant to this Section 5.2, Encompass shall not be required to take any action that would be reasonably likely to: (i) have an adverse impact on the then-current relationship between Encompass or any member of the Encompass 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 Encompass or any other member of the Encompass Group under the applicable Encompass Policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of Encompass or any other member of the Encompass Group under the applicable Encompass Policy.
(e) All payments and reimbursements by Enhabit pursuant to this Section 5.2 shall be made within forty-five (45) days after Enhabit’s receipt of an invoice therefor from Encompass. If Encompass incurs costs to enforce Enhabit’s obligations herein, Enhabit agrees to indemnify and hold harmless Encompass for such enforcement costs, including reasonable attorneys’ fees pursuant to Section 4.6. Encompass shall retain the exclusive right to control the Encompass Policies and the insurance programs of Encompass or any other member of the Encompass Group, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any such Encompass Policies and programs and to amend, modify or waive any rights under any such Encompass Policies and programs, notwithstanding whether any such Encompass Policies or programs apply to any Enhabit Liabilities and/or claims Enhabit has made or could make in the future, and no member of the Enhabit Group shall erode, exhaust, settle, release, commute, buy back or otherwise resolve disputes with insurers of Encompass or any other member of the Encompass Group with respect to any of the Encompass Policies and the insurance programs of Encompass or any other member of the Encompass Group, or amend, modify or waive any rights under any insurance policy if such release, amendment, modification Encompass Policies and programs. No member of the Encompass Group shall have any obligation to secure extended reporting for any claims under any Encompass Policy for any acts or waiver thereunder would materially adversely affect any rights omissions of any member of the Enhabit Group of incurred prior to the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing Effective Time.
(f) This Agreement shall not (i) preclude be considered as an attempted assignment of any Policy or other Policy-related contract and shall not be construed to waive any right or remedy of any member of any the Encompass Group from presenting any claim or from exhausting any policy limit, (ii) require any member in respect of any Group to pay any premium Policy or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in forcePolicy-related contract.
(cg) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.
(d) No Enhabit does hereby, for itself and each other member of the HHH Enhabit Group, agree that no member of the Encompass Group or any HHH Indemnitee will shall have any Liabilities Liability whatsoever as a result of the Encompass Policies or the insurance policies practices of Encompass or any other member of the Encompass Group as in effect at any time before the Effective Timetime, including as a result of (i) the level or scope of any 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 claimclaim or otherwise.
(e) Except to the extent otherwise provided in Section 5.16(b), in no event will HHH, any other member of the HHH Group or any HHH Indemnitee have any Liability or obligation whatsoever to any member of the Seaport Entertainment Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Seaport Entertainment Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.
(f) 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 any members of the HHH Group in respect of any insurance policy or any other contract or policy of insurance.
(g) HHH shall provide for Seaport Entertainment to remain covered by the insurance policies held by HHH Group after the Effective Time, for a period from completion of the Distribution through April of 2025. Upon conclusion of this period, Seaport Entertainment shall acquire its own insurance policies covering the Seaport Entertainment Group and each of its directors, officers and employees with respect to events occurring after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement will be deemed to restrict any member of the Seaport Entertainment Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.
(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HHH and Seaport Entertainment desire to reinstate such limits, the cost of reinstatement will be shared by HHH and Seaport Entertainment 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.
(i) For purposes of this Agreement, “Covered Matter” means any matter, whether arising before or after the Effective Time, with respect to which any Seaport Entertainment Indemnitee may seek to exercise any right under any insurance policy pursuant to this
Appears in 1 contract
Samples: Separation and Distribution Agreement (Encompass Health Corp)
