Common use of Insurance Policies and Claims Administration Clause in Contracts

Insurance Policies and Claims Administration. (a) MAINTENANCE OF INSURANCE COVERAGE PRIOR TO SEPARATION DATE. Phoenix and inSilicon shall use reasonable efforts to maintain in full force and effect at all times up to and including the Separation Date and for the periods set forth in the Services and Cost-Sharing Agreement, its current property and casualty insurance programs, including, without limitation, primary and excess general liability, automobile, workers' compensation, property and crime insurance policies (collectively, the "Policies" and individually, a "Policy"). inSilicon and its subsidiaries shall retain with respect to any insured claims relating to periods before the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later), all of their respective rights, benefits and privileges, if any, under such Policies. To the extent not already provided for by the terms of a Policy, Phoenix shall use reasonable efforts to cause inSilicon and its subsidiaries, as appropriate, to be named as additional insureds under such Policy in respect of Covered Claims arising or relating to periods prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later); PROVIDED, however, that nothing contained herein shall be construed to require Phoenix or any of its subsidiaries to pay any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Policy to effect the naming of inSilicon and its subsidiaries as such additional insureds except as required by the Services and Cost-Sharing Agreement and then only to the extent the charge, if any, is borne by inSilicon. (b) COMPANY RESPONSIBLE FOR ESTABLISHING INSURANCE COVERAGE ON AND AFTER SEPARATION DATE. Except as provided under the Services and Cost-Sharing Agreement or any other Ancillary Agreement, commencing on and as of the Separation Date, inSilicon and each of its subsidiaries shall be responsible for establishing and maintaining its own separate insurance programs (including, without limitation, primary and excess general liability, automobile, workers, compensation, property, director and officer liability, fire, crime, surety and other similar insurance policies) for activities and claims relating to any period on or after the Separation Date involving inSilicon or any of its subsidiaries. Notwithstanding any other agreement or understanding to the contrary, except as set forth in the Services and Cost-Sharing Agreement or any such Ancillary Agreement or Section 4.3(c) with respect to claims administration and financial administration of the Policies, neither Phoenix nor any of its subsidiaries shall have any responsibility for or obligation to inSilicon or its subsidiaries relating to liability and casualty insurance matters for any period, whether before, at or after the Separation Date except to the extent set forth in the Services and Cost-Sharing Agreement.

Insurance Policies and Claims Administration. (a) MAINTENANCE OF INSURANCE COVERAGE PRIOR TO SEPARATION DATEMaintenance of Insurance Coverage Prior to Separation Date. Phoenix Holdings and inSilicon ARAC shall use reasonable efforts to maintain in full force and effect at all times up to and including the Separation Date and for the periods set forth in the Services and Cost-Sharing Agreement, its current property and casualty insurance programs, including, without limitation, primary and excess general liability, automobile, workers' compensation, property and crime insurance policies (collectively, the "Policies" and individually, a "Policy"). inSilicon Holdings and its subsidiaries shall retain with respect to any insured claims Covered Claims as set forth on Schedule 5.6(a) relating to periods before prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later), all of their respective rights, benefits and privileges, if any, under such Policies. To the extent not already provided for by the terms of a Policy, Phoenix Holdings shall use reasonable efforts to cause inSilicon ARAC and its subsidiaries, as appropriate, to be named as additional insureds under such Policy in respect of Covered Claims arising or relating to periods prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later)Date; PROVIDEDprovided, however, that nothing contained contain herein shall be construed to require Phoenix Holdings or any of its subsidiaries to pay any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Policy to effect the naming of inSilicon ARAC and its subsidiaries as such additional insureds except as required by the Services and Cost-Sharing Agreement and then only to the extent the charge, if any, is borne by inSiliconinsureds. (b) COMPANY RESPONSIBLE FOR ESTABLISHING INSURANCE COVERAGE ON AND AFTER SEPARATION DATEARAC Responsible for Establishing Insurance Coverage On and After Separation Date. Except as provided under the Services and Cost-Sharing Agreement or any other Ancillary Agreement, commencing Commencing on and as of the Separation Date, inSilicon ARAC and each of its subsidiaries shall be responsible for establishing and maintaining its own separate insurance programs (including, without limitation, primary and excess general liability, automobile, workers, compensation, property, director and officer liability, fire, crime, surety and other similar insurance policies) for activities and claims relating to any period on or after the Separation Date involving inSilicon ARAC or any of its subsidiaries. Notwithstanding any other agreement or understanding to the contrary, except as set forth in the Services and Cost-Sharing Agreement or any such Ancillary Agreement or Section 4.3(c5.6(c) with respect to claims administration and financial administration of the Policies, neither Phoenix Holdings nor any of its subsidiaries shall have any responsibility for or obligation to inSilicon ARAC or its subsidiaries relating to liability and casualty insurance matters for any period, whether beforeprior to, at or after the Separation Date except to the extent set forth in the Services and Cost-Sharing AgreementDate.

Insurance Policies and Claims Administration. (a) MAINTENANCE OF INSURANCE COVERAGE PRIOR TO SEPARATION DATE. Phoenix The Territory or one or more of its Subsidiaries shall continue to own all property, casualty and inSilicon shall use reasonable efforts to maintain in full force and effect at all times up to and including the Separation Date and for the periods set forth liability insurance programs (other than those currently owned in the Services name of Sub and Cost-Sharing Agreement, its current property and casualty insurance programsSubsidiaries), including, without limitation, primary and excess general and professional liability, automobile, workers' compensation, property and crime insurance policies with respect to the Consulting Business in effect on or before the Closing Date (collectively, the "Territory Policies" and individually, a "Territory Policy"), provided that claims made under such policies on or prior to the Closing Date shall constitute Acquired Assets under clause (xii) of the definition thereof to the extent such claims relate to the Consulting Business, an Acquired Asset or an Assumed Liability. inSilicon The Territory shall use reasonable best efforts to maintain the Territory Policies in full force and effect up to and including the Closing Date, and, subject to the provisions of this Agreement, the Territory and its subsidiaries Subsidiaries shall retain with respect to any insured claims relating to periods before the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later), all of their respective rights, benefits and privileges, if any, under such the Territory Policies. Nothing contained herein shall be construed to change the ownership of the Territory Policies. (b) To the extent not already provided for by the terms of a Territory Policy, Phoenix the Territory shall use reasonable best efforts to cause inSilicon BermudaCo, Sub and its subsidiaries, as appropriate, the Consulting Partners to be named as additional insureds under such Policy Territory Policies whose coverage is on an occurrence basis whose effective policy periods include the Closing Date, in respect of Covered Claims arising or relating to periods claims occurring prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later)Closing Date; PROVIDEDprovided, however, that nothing contained herein shall be construed to require Phoenix the Territory or any of its subsidiaries Subsidiaries to pay pay, unless reimbursed therefor by BermudaCo, any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Territory Policy in order to effect the naming of inSilicon BermudaCo and its subsidiaries Sub as such additional insureds except as required by the Services and Cost-Sharing Agreement and then only to the extent the charge, if any, is borne by inSiliconinsureds. (bc) COMPANY RESPONSIBLE FOR ESTABLISHING INSURANCE COVERAGE ON AND AFTER SEPARATION DATE. Except as provided under the Services and Cost-Sharing Agreement or any other Ancillary Agreement, commencing Commencing on and as of the Separation Closing Date, inSilicon and each of its subsidiaries BermudaCo shall be responsible for establishing and maintaining its own such separate insurance programs (including, without limitation, primary and excess general liability, automobile, workers, compensation, property, director casualty and officer liability, fire, crime, surety liability insurance policies and other similar insurance policies) programs as BermudaCo may elect for activities and claims relating involving the Consulting Business. (d) The Territory and its Subsidiaries shall have the primary right, responsibility and authority for claims and financial administration for claims that relate to or affect the Territory Policies; provided that BermudaCo shall have the sole right to assert and pursue, and collect in the name of the Territory, and the Territory shall cooperate with BermudaCo in asserting and pursuing, coverage and payment for claims under Territory Policies whose effective policy periods include the Closing Date and that relate to the Consulting Business, an Acquired Asset or an Assumed Liability by the appropriate insurance carrier(s). In asserting and pursuing such coverage and payment, BermudaCo shall have sole power and authority to make binding decisions, determinations, commitments and stipulations on its own behalf and on behalf of the Territory and its Subsidiaries and Affiliates, which decisions, determinations, commitments and stipulations shall be final and conclusive if made to maximize the overall economic benefit of the Territory Policies; provided, that (i) BermudaCo shall consult with the Territory prior to making any such decision, determination, commitment or stipulation with respect to any period material matter and (ii) BermudaCo and the Territory shall use reasonable best efforts to agree on the terms of any settlement of any claim arising in connection with any Assumed Liability prior to BermudaCo settling such claim. (e) BermudaCo, and its Subsidiaries and Affiliates, shall assume responsibility for, and shall pay to the appropriate insurance carriers or after otherwise, any premiums, retrospectively rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the Separation terms and conditions of any applicable Territory Policy in respect of any coverages, liabilities, losses, claims, actions or occurrences before the Closing Date involving inSilicon and related to the Consulting Business. To the extent that the terms of any applicable Territory Policy provide that the Territory or any of its subsidiaries. Notwithstanding Subsidiaries shall have an obligation to pay or guarantee the payment of any other agreement or understanding Insurance Charges relating to the contraryConsulting Business before the Closing Date, except as set forth in the Services and Cost-Sharing Agreement Territory shall be entitled to demand that BermudaCo make such payment directly to the person or entity entitled thereto. In connection with any such Ancillary Agreement demand, the Territory shall submit to BermudaCo a copy of any invoice received by the Territory pertaining to such Insurance Charges together with appropriate supporting documentation, to the extent available. In the event that BermudaCo fails to pay any such Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by the Territory, the Territory and its Subsidiaries may (but shall not be required to) pay such insurance charges for and on behalf of BermudaCo and, thereafter, BermudaCo shall forthwith reimburse the Territory for such payment. Subject to the other provisions of this Section 4.3(c) with respect to 9.12, the retention by the Territory of the Territory Policies and the responsibility for claims administration and financial administration of the Territory Policies are in no way intended to limit, inhibit or preclude any right of BermudaCo, the Territory or any other insured to insurance coverage for any insured claims under the Territory Policies. (f) BermudaCo and its Subsidiaries and Affiliates acknowledge that the Territory has previously experienced losses and received claims which arose from the Consulting Business and which were, or might have been, covered by one or more Territory Policies, neither Phoenix nor and prior to the Closing Date the Territory will have made decisions and commitments regarding the administration of such claims, including, without limitation, reaching agreements and stipulations regarding such claims (collectively "Pre-Separation Claims Administration"). BermudaCo and its Subsidiaries and Affiliates covenant not to contest or challenge in any manner any action taken by the Territory prior to the Closing Date in connection with or relating to Pre-Separation Claims Administration, or to interfere with the performance of any agreement, commitment or stipulation so made by the Territory in connection with or relating to Pre-Separation Claims Administration. (g) An insurance carrier which would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the provisions of this Section 9.12, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurance carrier or any third party shall be entitled to a windfall (i.e., a benefit they would not be entitled to receive in the absence of the provisions of this Section 9.12) by virtue of the provisions hereof. (h) The provisions of this Section 9.12 relate solely to matters involving the Territory Policies, and shall not be construed to affect any obligation of or impose any obligation on the parties hereto with respect to any life, health and accident, dental or medical insurance policies applicable to any of its subsidiaries shall the officers, directors, employees or other representatives of the parties hereto or their Affiliates. (i) In this Section 9.12(i), "L&F" means any of L&F Indemnity Limited, Catamount Indemnity Limited, or Lifeguard Insurance (Dublin) Limited; "L&F Policy" means any insurance policy issued by L&F whose limits of liability have any responsibility for or obligation to inSilicon or its subsidiaries relating to liability and casualty insurance matters for any period, whether before, at or after the Separation Date except to the extent set forth in the Services and Cost-Sharing Agreement.not been

Insurance Policies and Claims Administration. (a) MAINTENANCE OF INSURANCE COVERAGE PRIOR TO SEPARATION THE CLOSING DATE. Phoenix and inSilicon The Company shall use reasonable efforts to maintain in full force and effect at all times up to and including the Separation Date and be responsible for the administration of all claims under the Company's insurance policies relating to periods set forth prior to the Closing Date. If, after the Closing Date, any claim is asserted against the Company relating to periods prior to the Closing Date, Purchaser shall cause the Company to promptly assert and pursue coverage and payment for such claim with the appropriate insurance carrier. In the case of a material claim which may have an indemnification impact on Seller, Purchaser shall notify Seller of such claim. In particular, the Purchaser shall cause the Company to file all necessary claims and take all such other action to pursue such coverage. As between the Seller, on the one hand, and the Purchaser and the Company, on the other hand, the Purchaser and the Company shall be entitled to recover all insurance proceeds with respect to any claim, except to the extent the Seller has previously provided indemnification therefore to the Purchaser or the Company under this Agreement. If the Purchaser or the Company shall pursue coverage and payment for any claim relating to periods prior to the Closing Date on behalf of the Company, then the Seller shall provide reasonable cooperation and assistance to the Company and the Purchaser in the Services connection therewith. (b) INSURANCE COVERAGE AFTER THE CLOSING DATE. Each party shall be responsible for establishing and Cost-Sharing Agreement, maintaining its current own property and casualty insurance programs, (including, without limitation, primary and excess general liability, automobile, workers' compensation, property and crime insurance policies (collectively, the "Policies" and individually, a "Policy"). inSilicon and its subsidiaries shall retain with respect to any insured claims relating to periods before the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later), all of their respective rights, benefits and privileges, if any, under such Policies. To the extent not already provided for by the terms of a Policy, Phoenix shall use reasonable efforts to cause inSilicon and its subsidiaries, as appropriate, to be named as additional insureds under such Policy in respect of Covered Claims arising or relating to periods prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later); PROVIDED, however, that nothing contained herein shall be construed to require Phoenix or any of its subsidiaries to pay any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Policy to effect the naming of inSilicon and its subsidiaries as such additional insureds except as required by the Services and Cost-Sharing Agreement and then only to the extent the charge, if any, is borne by inSilicon. (b) COMPANY RESPONSIBLE FOR ESTABLISHING INSURANCE COVERAGE ON AND AFTER SEPARATION DATE. Except as provided under the Services and Cost-Sharing Agreement or any other Ancillary Agreement, commencing on and as of the Separation Date, inSilicon and each of its subsidiaries shall be responsible for establishing and maintaining its own separate insurance programs (including, without limitation, primary and excess general liability, automobile, workers, compensation, property, director and officer liability, fire, crime, surety and other similar insurance policies) for the activities and claims relating of such party and its Affiliates on and after the Closing Date; provided, however, the Purchaser shall, if it so desires, continue the Company's policies in place as at the Closing Date and the Seller shall be obligated to obtain new insurance policies on any of the operations and assets distributed to any period on or after the Separation Date involving inSilicon or any of its subsidiaries. Notwithstanding any other agreement or understanding to the contrary, except them as set forth in the Services and Cost-Sharing Agreement or any such Ancillary Agreement or Section 4.3(c) with respect to claims administration and financial administration of the Policies, neither Phoenix nor any of its subsidiaries shall have any responsibility for or obligation to inSilicon or its subsidiaries relating to liability and casualty insurance matters for any period, whether before, at or after the Separation Date except to the extent set forth in the Services and Cost-Sharing AgreementExcluded Assets as provided herein.

Insurance Policies and Claims Administration. (a) MAINTENANCE OF INSURANCE COVERAGE PRIOR TO SEPARATION DATE. Phoenix The Territory or one or more of its Subsidiaries shall continue to own all property, casualty and inSilicon shall use reasonable efforts to maintain in full force and effect at all times up to and including the Separation Date and for the periods set forth liability insurance programs (other than those currently owned in the Services name of Sub and Cost-Sharing Agreement, its current property and casualty insurance programsSubsidiaries), including, without limitation, primary and excess general and professional liability, automobile, workers' compensation, property and crime insurance policies with respect to the Consulting Business in effect on or before the Closing Date (collectively, the "Territory Policies" and individually, a "Territory Policy"), provided that claims made under such policies on or prior to the Closing Date shall constitute Acquired Assets under clause (xii) of the definition thereof to the extent such claims relate to the Consulting Business, an Acquired Asset or an Assumed Liability. inSilicon The Territory shall use reasonable best efforts to maintain the Territory Policies in full force and effect up to and including the Closing Date, and, subject to the provisions of this Agreement, the Territory and its subsidiaries Subsidiaries shall retain with respect to any insured claims relating to periods before the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later), all of their respective rights, benefits and privileges, if any, under such the Territory Policies. Nothing contained herein shall be construed to change the ownership of the Territory Policies. (b) To the extent not already provided for by the terms of a Territory Policy, Phoenix the Territory shall use reasonable best efforts to cause inSilicon LuxCo, Sub and its subsidiaries, as appropriate, the Consulting Partners to be named as additional insureds under such Policy Territory Policies whose coverage is on an occurrence basis whose effective policy periods include the Closing Date, in respect of Covered Claims arising or relating to periods claims occurring prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later)Closing Date; PROVIDEDprovided, however, that nothing contained herein shall be construed to require Phoenix the Territory or any of its subsidiaries Subsidiaries to pay pay, unless reimbursed therefor by LuxCo, any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or 77 privileges under, any such Territory Policy in order to effect the naming of inSilicon LuxCo and its subsidiaries Sub as such additional insureds except as required by the Services and Cost-Sharing Agreement and then only to the extent the charge, if any, is borne by inSiliconinsureds. (bc) COMPANY RESPONSIBLE FOR ESTABLISHING INSURANCE COVERAGE ON AND AFTER SEPARATION DATE. Except as provided under the Services and Cost-Sharing Agreement or any other Ancillary Agreement, commencing Commencing on and as of the Separation Closing Date, inSilicon and each of its subsidiaries LuxCo shall be responsible for establishing and maintaining its own such separate insurance programs (including, without limitation, primary and excess general liability, automobile, workers, compensation, property, director casualty and officer liability, fire, crime, surety liability insurance policies and other similar insurance policies) programs as LuxCo may elect for activities and claims relating involving the Consulting Business. (d) The Territory and its Subsidiaries shall have the primary right, responsibility and authority for claims and financial administration for claims that relate to or affect the Territory Policies; provided that LuxCo shall have the sole right to assert and pursue, and collect in the name of the Territory, and the Territory shall cooperate with LuxCo in asserting and pursuing, coverage and payment for claims under Territory Policies whose effective policy periods include the Closing Date and that relate to the Consulting Business, an Acquired Asset or an Assumed Liability by the appropriate insurance carrier(s). In asserting and pursuing such coverage and payment, LuxCo shall have sole power and authority to make binding decisions, determinations, commitments and stipulations on its own behalf and on behalf of the Territory and its Subsidiaries and Affiliates, which decisions, determinations, commitments and stipulations shall be final and conclusive if made to maximize the overall economic benefit of the Territory Policies; provided, that (i) LuxCo shall consult with the Territory prior to making any such decision, determination, commitment or stipulation with respect to any period material matter and (ii) LuxCo and the Territory shall use reasonable best efforts to agree on the terms of any settlement of any claim arising in connection with any Assumed Liability prior to LuxCo settling such claim. (e) LuxCo, and its Subsidiaries and Affiliates, shall assume responsibility for, and shall pay to the appropriate insurance carriers or after otherwise, any premiums, retrospectively rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the Separation terms and conditions of any applicable Territory Policy in respect of any coverages, liabilities, losses, claims, actions or occurrences before the Closing Date involving inSilicon and related to the Consulting Business. To the extent that the terms of any applicable Territory Policy provide that the Territory or any of its subsidiaries. Notwithstanding Subsidiaries shall have an obligation to pay or guarantee the payment of any other agreement or understanding Insurance Charges relating to the contraryConsulting Business before the Closing Date, except as set forth in the Services and Cost-Sharing Agreement Territory shall be entitled to demand that LuxCo make such payment directly to the person or entity entitled thereto. In connection with any such Ancillary Agreement demand, the Territory shall submit to LuxCo a copy of any invoice received by the Territory pertaining to such Insurance Charges together with appropriate supporting documentation, to the extent available. In the event that LuxCo fails to pay any such Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by the Territory, the Territory and its Subsidiaries may (but shall not be required to) pay such insurance charges for and on behalf of LuxCo and, thereafter, LuxCo shall forthwith reimburse the Territory for such payment. Subject to the other provisions of this Section 4.3(c) with respect to 9.12, the retention by the Territory of the Territory Policies and the responsibility for claims administration and financial administration of the Territory Policies are in no way intended to limit, inhibit or preclude any right of LuxCo, the Territory or any other insured to insurance coverage for any insured claims under the Territory Policies. (f) LuxCo and its Subsidiaries and Affiliates acknowledge that the Territory has previously experienced losses and received claims which arose from the Consulting Business and which were, or might have been, covered by one or more Territory Policies, neither Phoenix nor and prior to the Closing Date the Territory will have made decisions and commitments regarding the administration of such claims, including, without limitation, reaching agreements and stipulations regarding such claims (collectively "Pre- Separation Claims Administration"). LuxCo and its Subsidiaries and Affiliates covenant not to contest or challenge in any manner any action taken by the Territory prior to the Closing Date in connection with or relating to Pre-Separation Claims Administration, or to interfere with the performance of any agreement, commitment or stipulation so made by the Territory in connection with or relating to Pre-Separation Claims Administration. (g) An insurance carrier which would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the provisions of this Section 9.12, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurance carrier or any third party shall be entitled to a windfall (i.e., a benefit they would not be entitled to receive in the absence of the provisions of this Section 9.12) by virtue of the provisions hereof. (h) The provisions of this Section 9.12 relate solely to matters involving the Territory Policies, and shall not be construed to affect any obligation of or impose any obligation on the parties hereto with respect to any life, health and accident, dental or medical insurance policies applicable to any of its subsidiaries shall the officers, directors, employees or other representatives of the parties hereto or their Affiliates. (i) In this Section 9.12(i), "L&F" means any of L&F Indemnity Limited, Catamount Indemnity Limited, or Lifeguard Insurance (Dublin) Limited; "L&F Policy" means any insurance policy issued by L&F whose limits of liability have not been exhausted by the Closing Date; "L&F Consulting Claims" means any responsibility Assumed Liabilities for which coverage was or obligation to inSilicon is provided by any L&F Policy or its subsidiaries relating to liability and casualty insurance matters would be provided but for any period, whether before, at or the application after the Separation Closing Date except of the limits of liability in any such policy; "L&F Non-Consulting Claims" means any Excluded Liabilities for which coverage was or is provided by any L&F Policy or would be provided but for the application after the Closing Date of the limits of liability in any such policy. Notwithstanding any other provision of this Section 9.12, the following provisions shall apply to the extent set forth in the Services all L&F Consulting Claims and CostL&F Non-Sharing AgreementConsulting Claims.

Insurance Policies and Claims Administration. (a) MAINTENANCE OF INSURANCE COVERAGE PRIOR TO SEPARATION DATEInsurance Coverage Prior to the Closing Date. Phoenix and inSilicon The Sellers shall use reasonable efforts to maintain in full force and effect at all times up to and including the Separation Date and be responsible for the administration of all claims under the Company's insurance policies relating to periods set forth prior to the Closing Date. If any claim is asserted against the Company relating to periods prior to the Closing Date, the Sellers shall, if requested by the Purchaser, promptly assert and pursue coverage and payment for such claim with the appropriate insurance carrier, and the Purchaser shall, and shall cause the Company to, provide reasonable cooperation and assistance to Sellers in asserting and pursuing such coverage. In particular, the Services Purchaser shall, upon request by Sellers, cause the Company to file all necessary claims and Cost-Sharing take all such other action as may reasonably be requested by Sellers to pursue such coverage. As between the Sellers, on the one hand, and the Purchaser and the Company, on the other hand, the Purchaser and the Company shall be entitled to recover all insurance proceeds with respect to any claim, except to the extent the Sellers have previously provided indemnification therefor to the Purchaser or the Company under this Agreement. If the Purchaser shall pursue coverage and payment for any claim relating to periods prior to the Closing Date on behalf of the Company, then the Sellers shall provide reasonable cooperation and assistance to the Company and the Purchaser. (b) Insurance Coverage After the Closing Date. Each party shall be responsible for establishing and maintaining its current own property and casualty insurance programs, (including, without limitation, primary and excess general liability, automobile, workers' compensation, property and crime insurance policies (collectively, the "Policies" and individually, a "Policy"). inSilicon and its subsidiaries shall retain with respect to any insured claims relating to periods before the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later), all of their respective rights, benefits and privileges, if any, under such Policies. To the extent not already provided for by the terms of a Policy, Phoenix shall use reasonable efforts to cause inSilicon and its subsidiaries, as appropriate, to be named as additional insureds under such Policy in respect of Covered Claims arising or relating to periods prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later); PROVIDED, however, that nothing contained herein shall be construed to require Phoenix or any of its subsidiaries to pay any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Policy to effect the naming of inSilicon and its subsidiaries as such additional insureds except as required by the Services and Cost-Sharing Agreement and then only to the extent the charge, if any, is borne by inSilicon. (b) COMPANY RESPONSIBLE FOR ESTABLISHING INSURANCE COVERAGE ON AND AFTER SEPARATION DATE. Except as provided under the Services and Cost-Sharing Agreement or any other Ancillary Agreement, commencing on and as of the Separation Date, inSilicon and each of its subsidiaries shall be responsible for establishing and maintaining its own separate insurance programs (including, without limitation, primary and excess general liability, automobile, workers, compensation, property, director and officer liability, fire, crime, surety and other similar insurance policies) for the activities and claims relating of such party and its Affiliates on and after the Closing Date; provided, however, the Purchaser shall, if it so desires, continue the Company's policies in place as at the Closing Date and the Sellers shall be obligated to obtain new insurance policies on any of the operations and assets distributed to any period on or after the Separation Date involving inSilicon or any of its subsidiaries. Notwithstanding any other agreement or understanding to the contrary, except them as set forth in the Services and Cost-Sharing Agreement or any such Ancillary Agreement or Section 4.3(c) with respect to claims administration and financial administration of the Policies, neither Phoenix nor any of its subsidiaries shall have any responsibility for or obligation to inSilicon or its subsidiaries relating to liability and casualty insurance matters for any period, whether before, at or after the Separation Date except to the extent set forth in the Services and Cost-Sharing AgreementExcluded Assets as provided herein.

Insurance Policies and Claims Administration. (a) MAINTENANCE OF INSURANCE COVERAGE PRIOR TO SEPARATION DATEManor Care to Maintain Insurance Coverage Prior to Distribution Date. Phoenix and inSilicon Manor Care shall use reasonable efforts to maintain in full force and effect at all times up to and including the Separation Distribution Date and for the periods set forth in the Services and Cost-Sharing Agreement, its current property and casualty insurance programs, including, without limitation, primary and excess general liability, automobile, workers' compensation, property and crime insurance policies (collectively, the "Policies" and individually, a "Policy"). inSilicon Manor Care and its subsidiaries shall retain with respect to any insured claims Covered Claims as set forth on Schedule 5.10(a) relating to periods before prior to the Separation Distribution Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later), all of their respective rights, benefits and privileges, if any, under such Policies. To the extent not already provided for by the terms of a Policy, Phoenix Manor Care shall use reasonable efforts to cause inSilicon Choice and its subsidiaries, as appropriate, to be named as additional insureds under such Policy in respect of Covered Claims arising or relating to periods prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later)Distribution Date; PROVIDEDprovided, however, that nothing contained herein shall be construed to require Phoenix Manor Care or any of its subsidiaries to pay any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Policy to effect the naming of inSilicon Choice and its subsidiaries as such additional insureds except as required by the Services insureds; provided, further, that with respect to any existing Covered Claim that Manor Care determines, in its sole discretion, has a potential total out-of-pocket cost to Manor Care in excess of $250,000 (including loss reserves and Cost-Sharing Agreement and then only to the extent the chargeactual cash payments, if any), as set forth on Schedule 5.10(a) (collectively, "Shock Losses"), it is borne specifically understood that (x) if the amount of Insurance Charges actually payable by inSilicon.Manor Care with respect to such Shock Loss shall be equal to or exceed $250,000, the full amount of such payment shall be the responsibility of, and shall be paid by, Choice and (y) if the amount of Insurance Charges actually payable by Manor Care with respect to such Shock Loss shall be less than $250,000, such amount shall be the responsibility of, and shall be paid by, Manor Care. 28 (b) COMPANY RESPONSIBLE FOR ESTABLISHING INSURANCE COVERAGE ON AND AFTER SEPARATION DATEChoice Responsible for Establishing Insurance Coverage on and After Distribution Date. Except as provided under the Services and Cost-Sharing Agreement or any other Ancillary Agreement, commencing Commencing on and as of the Separation Distribution Date, inSilicon Choice and each of its subsidiaries shall be responsible for establishing and maintaining its own separate insurance programs (including, without limitation, primary and excess general liability, automobile, workers, ' compensation, property, director and officer liability, fire, crime, surety and other similar insurance policies) for activities and claims relating to any period on or after the Separation Distribution Date involving inSilicon Choice or any of its subsidiaries. Notwithstanding any other agreement or understanding to the contrary, except as set forth in Section 5.10(a) with respect to Covered Claims relating to periods prior to the Services Distribution Date and Cost-Sharing Agreement or any such Ancillary Agreement or Section 4.3(c5.10(c) with respect to claims administration and financial administration of the Policies, neither Phoenix Manor Care nor any of its subsidiaries shall have any responsibility for or obligation to inSilicon Choice or its subsidiaries relating to liability and casualty insurance matters for any period, whether beforeprior to, at or after the Separation Date except to the extent set forth in the Services and Cost-Sharing AgreementDistribution Date.

Insurance Policies and Claims Administration. (a) MAINTENANCE OF INSURANCE COVERAGE PRIOR TO SEPARATION DATEManor Care to Maintain Insurance Coverage Prior to Distribution Date. Phoenix and inSilicon Manor Care shall use reasonable efforts to maintain in full force and effect at all times up to and including the Separation Distribution Date and for the periods set forth in the Services and Cost-Sharing Agreement, its current property and casualty insurance programs, including, without limitation, primary and excess general liability, automobile, workers' compensation, property and crime insurance policies (collectively, the "Policies" and individually, a "Policy"). inSilicon Manor Care and its subsidiaries shall retain with respect to any insured claims Covered Claims as set forth on Schedule 5.10(a) relating to periods before prior to the Separation Distribution Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later), all of their respective rights, benefits and privileges, if any, under such Policies. To the extent not already provided for by the terms of a Policy, Phoenix Manor Care shall use reasonable efforts to cause inSilicon Choice and its subsidiaries, as appropriate, to be named as additional insureds under such Policy in respect of Covered Claims arising or relating to periods prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later)Distribution Date; PROVIDEDprovided, however, that nothing contained herein shall be construed to require Phoenix Manor Care or any of its subsidiaries to pay any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Policy to effect the naming of inSilicon Choice and its subsidiaries as such additional insureds except as required by the Services insureds; provided, further, that with respect to any existing Covered Claim that Manor Care determines, in its sole discretion, has a potential total out-of-pocket cost to Manor Care in excess of $250,000 (including loss reserves and Cost-Sharing Agreement and then only to the extent the chargeactual cash payments, if any), as set forth on Schedule 5.10(a) (collectively, "Shock Losses"), it is borne specifically understood that (x) if the amount of Insurance Charges actually payable by inSiliconManor Care with respect to such Shock Loss shall be equal to or exceed $250,000, the full amount of such payment shall be the responsibility of, and shall be paid by, Choice and (y) if the amount of Insurance Charges actually payable by Manor Care with respect to such Shock Loss shall be less than $250,000, such amount shall be the responsibility of, and shall be paid by, Manor Care. (b) COMPANY RESPONSIBLE FOR ESTABLISHING INSURANCE COVERAGE ON AND AFTER SEPARATION DATEChoice Responsible for Establishing Insurance Coverage on and After Distribution Date. Except as provided under the Services and Cost-Sharing Agreement or any other Ancillary Agreement, commencing Commencing on and as of the Separation Distribution Date, inSilicon Choice and each of its subsidiaries shall be responsible for establishing and maintaining its own separate insurance programs (including, without limitation, primary and excess general liability, automobile, workers, ' compensation, property, director and officer liability, fire, crime, surety and other similar insurance policies) for activities and claims relating to any period on or after the Separation Distribution Date involving inSilicon Choice or any of its subsidiaries. Notwithstanding any other agreement or understanding to the contrary, except as set forth in Section 5.10(a) with respect to Covered Claims relating to periods prior to the Services Distribution Date and Cost-Sharing Agreement or any such Ancillary Agreement or Section 4.3(c5.10(c) with respect to claims administration and financial administration of the Policies, neither Phoenix Manor Care nor any of its subsidiaries shall have any responsibility for or obligation to inSilicon Choice or its subsidiaries relating to liability and casualty insurance matters for any period, whether beforeprior to, at or after the Separation Date except to the extent set forth in the Services and Cost-Sharing AgreementDistribution Date.

Insurance Policies and Claims Administration. (a) MAINTENANCE OF INSURANCE COVERAGE PRIOR TO SEPARATION DATEInsurance Coverage Prior to the Closing Date. Phoenix and inSilicon The Sellers shall use reasonable efforts to maintain in full force and effect at all times up to and including the Separation Date and be responsible for the periods set forth in administration of all claims under the Services and Cost-Sharing Agreement, its current property and casualty insurance programs, including, without limitation, primary and excess general liability, automobile, workers' compensation, property and crime Company’s insurance policies (collectively, the "Policies" and individually, a "Policy"). inSilicon and its subsidiaries shall retain with respect to any insured claims relating to periods before the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later), all of their respective rights, benefits and privileges, if any, under such Policies. To the extent not already provided for by the terms of a Policy, Phoenix shall use reasonable efforts to cause inSilicon and its subsidiaries, as appropriate, to be named as additional insureds under such Policy in respect of Covered Claims arising or relating to periods prior to the Separation Date or termination of Closing Date. If any claim is asserted against the applicable period set forth Company relating to periods prior to the Closing Date, the Sellers shall, if requested by the Purchaser, promptly assert and pursue coverage and payment for such claim with the appropriate insurance carrier, and the Purchaser shall, and shall cause the Company to, provide reasonable cooperation and assistance to Sellers in asserting and pursuing such coverage. In particular, the Services Purchaser shall, upon request by Sellers, cause the Company to file all necessary claims and Cost-Sharing Agreement take all such other action as may reasonably be requested by Sellers to pursue such coverage. As between the Sellers, on the one hand, and the Purchaser and the Company, on the other hand, the Purchaser and the Company shall be entitled to recover all insurance proceeds with respect to each such Policy (whichever is later); PROVIDEDany claim, however, that nothing contained herein shall be construed to require Phoenix or any of its subsidiaries to pay any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Policy to effect the naming of inSilicon and its subsidiaries as such additional insureds except as required by the Services and Cost-Sharing Agreement and then only to the extent the chargeSellers have previously provided indemnification therefor to the Purchaser or the Company under this Agreement. If the Purchaser shall pursue coverage and payment for any claim relating to periods prior to the Closing Date on behalf of the Company, if any, is borne by inSiliconthen the Sellers shall provide reasonable cooperation and assistance to the Company and the Purchaser. (b) COMPANY RESPONSIBLE FOR ESTABLISHING INSURANCE COVERAGE ON AND AFTER SEPARATION DATEInsurance Coverage After the Closing Date. Except as provided under the Services and Cost-Sharing Agreement or any other Ancillary Agreement, commencing on and as of the Separation Date, inSilicon and each of its subsidiaries Each party shall be responsible for establishing and maintaining its own separate property and casualty insurance programs (including, without limitation, primary and excess general liability, automobile, workers, ’ compensation, property, director and officer liability, fire, crime, surety and other similar insurance policies) for the activities and claims relating of such party and its Affiliates on and after the Closing Date; provided, however, the Purchaser shall, if it so desires, continue the Company’s policies in place as at the Closing Date and the Sellers shall be obligated to obtain new insurance policies on any of the operations and assets distributed to any period of them as Excluded Assets as provided herein. Further, Sellers shall be responsible for obtaining insurance coverage for any equipment or personnel remaining on or the Company’s premises after the Separation Date involving inSilicon Closing Dates but owned or any of its subsidiaries. Notwithstanding any other agreement or understanding to the contraryemployed by UPN, except as set forth provided in the Services Sections 5.2 and Cost-Sharing Agreement or any such Ancillary Agreement or Section 4.3(c) with respect to claims administration and financial administration of the Policies, neither Phoenix nor any of its subsidiaries shall have any responsibility for or obligation to inSilicon or its subsidiaries relating to liability and casualty insurance matters for any period, whether before, at or after the Separation Date except to the extent set forth in the Services and Cost-Sharing Agreement5.3 hereof.