Insurance Policies and Rights. (a) To the extent permitted under the terms of any applicable Insurance Policy, without limiting the availability of subrogation rights as an Indemnifying Party under Section 3.11, the assets of PMI shall include any and all rights of an insured party, including rights of indemnity and the right to be defended by or at the expense of the insurer, and to receive Insurance Proceeds with respect to all Insured PMI Claims under any Insurance Policies. The PMI Group shall be solely responsible for any and all deductibles, self-insured retentions, retrospective premiums, claims handling and other charges owed, including defense costs, under the Insurance Policies with respect to the coverage provided for Insured PMI Claims.
(b) To the extent permitted under the terms of any applicable Insurance Policy, without limiting the availability of subrogation rights as an Indemnifying Party under Section 3.11, the assets of Altria shall include any and all rights of an insured party including rights of indemnity and the right to be defended by or at the expense of the insurer, and to receive Insurance Proceeds under any Insurance Policies other than the rights under any Insurance Policies which are solely assets of PMI. The Altria Group shall be solely responsible for any and all deductibles, self-insured retentions, retrospective premiums, claims handling and other charges, including defense costs, owed under the Insurance Policies with respect to the coverage provided for Insured Claims other than Insured PMI Claims.
(c) Solely for purposes of this Article VIII, “Altria Group” and “PMI Group” shall include their consolidated entities to the extent such entities were in existence on or prior to the Distribution Date.
(d) Nothing in this Agreement is intended to relieve any insurer of any Liability under any Insurance Policy.
Insurance Policies and Rights. (a) Without limiting the generality of the definition of Chemicals Assets set forth in Section 1.01 or the effect of Section 2.03, the Chemicals Assets shall include any and all rights of an insured party, including rights of indemnity and the right to be defended by or at the expense of the insurer with respect to all Chemicals Claims, under any Insurance Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) the assignment to Chemicals of any of the Insurance Policies. Except for Insurance Proceeds paid to or on behalf of any member of the Monsanto Group at the direction of Chemicals in satisfaction of a claim that would otherwise be subject to indemnification by Chemicals under Article IV but subject to the provisions of Section 4.03(c), and except for reimbursement received by Monsanto for Chemicals Claims which are Monsanto Liabilities and were paid by the Monsanto Group after the Distribution Date, Chemicals shall be entitled to receive from the insurer or Monsanto any Insurance Proceeds with respect to any Chemicals Claim under the Insurance Policies including without limitation, reimbursement or payment for Chemicals Liabilities, for casualty or business interruption with respect to the Chemicals Business or the Chemicals Assets, or for costs or expenses related thereto.
(b) Without limiting the generality of the definition of Monsanto Assets set forth in Section 1.01, the Monsanto Assets shall include any and all rights of an insured party including rights of indemnity and the right to be defended by or at the expense of the insurer, under any Insurance Policies other than the rights under the Insurance Policies which are included in Chemicals Assets pursuant to Section 9.01(a). Such rights include claims with respect to the Joint Ownership Properties or the P4 Business to the extent of Monsanto's rights or obligations under the P4 Joint Venture Agreement with respect to such claims.
(c) Solely for purposes of this Article IX, "Monsanto Group" and "Chemicals Group" shall include their consolidated entities to the extent such entities were in existence as of the Distribution Date.
Insurance Policies and Rights. (a) To the extent permitted under the terms of any applicable Insurance Policy, without limiting the availability of subrogation rights as an Indemnifying Party under Section 3.5(f), the assets of Lone Pine shall include any and all rights of an insured party, including rights of indemnity and the right to be defended by or at the expense of the insurer, and to receive Insurance Proceeds with respect to all Insured Lone Pine Claims under any Insurance Policies. The Lone Pine Group shall be solely responsible for any and all premiums, deductibles, self-insured retentions, retrospective premiums, claims handling, and other charges owed under the Insurance Policies with respect to the coverage provided for Insured Lone Pine Claims.
(b) To the extent permitted under the terms of any applicable Insurance Policy, without limiting the availability of subrogation rights as an Indemnifying Party under Section 3.5(f), the assets of Forest shall include any and all rights of an insured party, including rights of indemnity and the right to be defended by or at the expense of the insurer, and to receive Insurance Proceeds under any Insurance Policies other than the rights under any Insurance Policies which are solely assets of Lone Pine. The Forest Group shall be solely responsible for any and all premiums, deductibles, self-insured retentions, retrospective premiums, claims handling, and other charges owed under the Insurance Policies with respect to the coverage provided for Insured Claims other than Insured Lone Pine Claims.
(c) Nothing in this Agreement is intended to relieve any insurer of any Liability under any Insurance Policy.
Insurance Policies and Rights. (a) To the extent permitted under the terms of any applicable Insurance Policy, without limiting the availability of subrogation rights as an Indemnifying Party under Section 5.6(c), the assets of Enova shall include any and all rights of an insured party, including rights of indemnity and the right to be defended by or at the expense of the insurer, and to receive Insurance Proceeds with respect to all Insured Enova Claims under any Insurance Policies. The Enova Group shall be solely responsible for any and all premiums, deductibles, self-insured retentions, retrospective premiums, claims handling, and other charges owed under the Insurance Policies with respect to the coverage provided for Insured Enova Claims.
(b) To the extent permitted under the terms of any applicable Insurance Policy, without limiting the availability of subrogation rights as an Indemnifying Party under Section 5.6(c), the assets of Parent shall include any and all rights of an insured party, including rights of indemnity and the right to be defended by or at the expense of the insurer, and to receive Insurance Proceeds under any Insurance Policies other than the rights under any Insurance Policies which are solely assets of Enova. The Parent Group shall be solely responsible for any and all premiums, deductibles, self-insured retentions, retrospective premiums, claims handling, and other charges owed under the Insurance Policies with respect to the coverage provided for Insured Claims other than Insured Enova Claims.
(c) Nothing in this Agreement is intended to relieve any insurer of any Liability under any Insurance Policy.
Insurance Policies and Rights. (a) To the extent permitted under the terms of any applicable Insurance Policy, without limiting the availability of subrogation rights as an Indemnifying Party under Section 3.5(f), the assets of Enova shall include any and all rights of an insured party, including rights of indemnity and the right to be defended by or at the expense of the insurer, and to receive Insurance Proceeds with respect to all Insured Enova Claims under any Insurance Policies. Parent, with assistance from the Enova Group, shall be solely responsible for any and all premiums, deductibles, self-insured retentions, retrospective premiums, claims handling, and other charges owed under the Insurance Policies with respect to the coverage provided for Insured Enova Claims; provided, however, Enova shall reimburse Parent for its share of all such premiums, deductibles, retentions and other charges described herein within fifteen (15) days following Enova’s receipt of any invoice for such charges, with such invoice to contain reasonable supporting documentation evidencing Enova’s share of all such charges.
(b) To the extent permitted under the terms of any applicable Insurance Policy, without limiting the availability of subrogation rights as an Indemnifying Party under Section 3.5(f), the assets of Parent shall include any and all rights of an insured party, including rights of indemnity and the right to be defended by or at the expense of the insurer, and to receive Insurance Proceeds under any Insurance Policies other than the rights under any Insurance Policies which are solely assets of Enova. The Parent Group shall be solely responsible for any and all premiums, deductibles, self-insured retentions, retrospective premiums, claims handling, and other charges owed under the Insurance Policies with respect to the coverage provided for Insured Claims other than Insured Enova Claims.
(c) Nothing in this Agreement is intended to relieve any insurer of any Liability under any Insurance Policy.
Insurance Policies and Rights. 33 9.2 Post-Distribution Date Claims.................................. 33 9.3
Insurance Policies and Rights. Without limiting the generality of the definition of Contributed Assets or Networks Assets set forth in Section 1.1, but subject to the limitations with respect to Networks Environmental Liabilities set forth in Section 4.3(c), the Networks Assets shall include any and all rights of an insured party under each of the General Signal Combined Policies, including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all Networks Claims; provided, however, that nothing in this sentence shall be deemed to constitute (or to reflect) the assignment of any of the General Signal Combined Policies to Networks. Networks shall be entitled to receive from General Signal any Insurance Proceeds paid to any member of the General Signal Group with respect to any third-party Networks Claim under any General Signal Combined Policy.
Insurance Policies and Rights. (a) Prior to the Distribution Date, CSC and Spinco will use reasonable efforts to obtain insurance (or binders therefor) providing coverage to the Spinco Group similar to the coverage provided by insurance in place prior to the Distribution Date. It is understood and agreed that Spinco shall be responsible for payment of all premiums and other amounts due under insurance policies so obtained, as well as the performance of all other obligations of the insured party thereunder, including any obligations to supply letters of credit, surety bonds or similar arrangements.
(i) The parties intend by this Agreement that Spinco and each other member of the Spinco Group be successors-in-interest to all rights that any member of the Spinco Group may have as of the Distribution Date as a subsidiary, affiliate, division or department of CSC prior to the Distribution Date under any policy of insurance issued to CSC or any member of the CSC Group by any insurance carrier unaffiliated with CSC or under any agreements related to such policies executed and delivered prior to the Distribution Date, including any rights such member of the Spinco 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 Spinco, CSC shall take all reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided, however, that CSC shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith.
(ii) With respect to any policy of insurance that may be transferred to Spinco (or any other member of the Spinco Group) pursuant to this Agreement or any Ancillary Agreement, except as otherwise provided in any Ancillary Agreement, the parties intend by this Agreement that CSC and each other member of the CSC Group be successors-in-interest to all rights that any member of the CSC Group may have as of the Distribution Date as an affiliate of Spinco or otherwise prior to the Distribution Date under any policy of insurance issued to Spinco or any member of the Spinco Group by any insurance carrier unaffiliated with Spinco or CSC or under any agreements related to such policies executed and delivered prior to the Distribution Date, including any rights such member of the CSC Group may have, as an insured or additional...
Insurance Policies and Rights. (a) To the extent permitted by law, without limiting the generality of the definition of Purchased Assets set forth in Section 2.1 of the Asset Purchase Agreement, the Purchased Assets shall include any and all rights of an insured party, including rights of indemnity and the right to be defended by or at the expense of the insurer, and to receive Insurance Proceeds with respect to all Insured Buyer Claims under any Insurance Policies. Buyer shall be solely responsible for any and all deductibles, self-insured retentions, retrospective premiums (including but not limited to loss experience and exposure change), claims handling and other charges owed under the Insurance Policies with respect to the coverage provided for Insured Buyer Claims.
(b) To the extent permitted by law, without limiting the generality of the definition of Excluded Assets set forth in Section 2.2 of the Asset Purchase Agreement, the Excluded Assets shall include any and all rights of an insured party including rights of indemnity and the right to be defended by or at the expense of the insurer, and to receive Insurance Proceeds under any Insurance Policies other than the rights under the Insurance Policies which are included in Purchased Assets pursuant to Section 2.1(a) of the Asset Purchase Agreement and Section 2.1 of this Agreement. The Company shall be solely responsible for all deductibles, self-insured retentions, retrospective premiums, claims handling and other charges owed under the Insurance Policies with respect to the coverage provided for Insured Claims other than Insured Buyer Claims.
Insurance Policies and Rights
