Common use of Insured Liabilities Clause in Contracts

Insured Liabilities. (a) Claims for coverage of Insured CPEX Liabilities shall be tendered by Bentley as necessary to invoke the benefit of the Policies, at CPEX’s sole option, cost and expense. If such insurers do not promptly acknowledge insurance coverage in connection with the Insured CPEX Liabilities, then, with respect to such Insured CPEX Liabilities, CPEX or a member of the CPEX Group on an as-incurred basis (i) shall advance all amounts expended by the Bentley Group for or with respect to such Insured CPEX Liabilities, including, without limitation, all costs and expenses in connection with the defense and settlement and in satisfaction of any judgment incurred, and amounts sufficient to cover any Liabilities required to be paid by Bentley or its Subsidiaries and (ii) shall pay all costs incurred in connection with pursuing and recovering Insurance Proceeds with respect to the Insured CPEX Liabilities. Any payments made by CPEX or the CPEX Subsidiaries on account of such Insured CPEX Liabilities shall be deemed to be advances pursuant to this Section 4.3. CPEX and the CPEX Subsidiaries shall have the right to recover any advances made pursuant to Section 4.3 from Bentley and the Bentley Subsidiaries, and Bentley and the Bentley Subsidiaries shall have the obligation promptly to reimburse CPEX and the CPEX Subsidiaries for such advances, solely from the Insurance Proceeds of the Policies that cover such Insured CPEX Liabilities and that are received by Bentley or the Bentley Subsidiaries. Bentley and the Bentley Subsidiaries (i) shall, at all times until paid to a member of the CPEX Group, hold Insurance Proceeds received for or with respect to Insured CPEX Liabilities in trust for the benefit of CPEX; and (ii) shall promptly remit such Insurance Proceeds to CPEX. (b) Claims for coverage of Insured Bentley Liabilities shall be tendered by CPEX as necessary to invoke the benefit of the Policies, at Bentley’s sole option, cost and expense. If such insurers do not promptly acknowledge insurance coverage in connection with the Insured Bentley Liabilities, then, with respect to such Insured Bentley Liabilities, Bentley or a member of the Bentley Group on an as-incurred basis (i) shall advance all amounts expended by the CPEX Group for or with respect to such Insured Bentley Liabilities, including, without limitation, all costs and expenses in connection with the defense and settlement and in satisfaction of any judgment incurred, and amounts sufficient to cover any Liabilities required to be paid by CPEX or its Subsidiaries and (ii) shall pay all costs incurred in connection with pursuing and recovering Insurance Proceeds with respect to the Insured Bentley Liabilities. Any payments made by Bentley or the Bentley Subsidiaries on account of such Insured Bentley Liabilities shall be deemed to be advances pursuant to this Section 4.3. Bentley and the Bentley Subsidiaries shall have the right to recover any advances made pursuant to Section 4.3 from CPEX and the CPEX Subsidiaries, and CPEX and the CPEX Subsidiaries shall have the obligation promptly to reimburse Bentley and the Bentley Subsidiaries for such advances, solely from the Insurance Proceeds of the Policies that cover such Insured Bentley Liabilities and that are received by CPEX or the CPEX Subsidiaries. CPEX and the CPEX Subsidiaries (i) shall, at all times until paid to a member of the Bentley Group, hold Insurance Proceeds received for or with respect to Insured Bentley Liabilities in trust for the benefit of Bentley; and (ii) shall promptly remit such Insurance Proceeds to Bentley.

Insured Liabilities. (a) Claims for coverage of Insured CPEX SpinCo Liabilities shall be tendered by Bentley DG as necessary to invoke the benefit of the Policies, at CPEXSpinCo’s sole option, cost and expense. If such insurers do not promptly acknowledge insurance coverage in connection with the Insured CPEX SpinCo Liabilities, then, with respect to such Insured CPEX SpinCo Liabilities, CPEX SpinCo or a member of the CPEX SpinCo Group on an as-incurred basis basis: (i) shall advance all amounts expended by the Bentley DG Group for or with respect to such Insured CPEX SpinCo Liabilities, including, without limitation, all costs and expenses in connection with the defense and settlement and in satisfaction of any judgment incurred, and amounts sufficient to cover any Liabilities required to be paid by Bentley or its Subsidiaries the DG Group and (ii) shall pay all costs incurred in connection with pursuing and recovering Insurance Proceeds with respect to the Insured CPEX SpinCo Liabilities. Any payments made by CPEX or a member of the CPEX Subsidiaries SpinCo Group on account of such Insured CPEX SpinCo Liabilities shall be deemed to be advances pursuant to this Section 4.3. CPEX and the CPEX Subsidiaries The SpinCo Group shall have the right to recover any advances made pursuant to Section 4.3 from Bentley the DG Group, and the Bentley Subsidiaries, and Bentley and the Bentley Subsidiaries DG Group shall have the obligation promptly to reimburse CPEX and the CPEX Subsidiaries SpinCo Group for such advances, solely from the Insurance Proceeds of the Policies that cover such Insured CPEX SpinCo Liabilities and that are received by Bentley or the Bentley SubsidiariesDG Group with respect to an Insured SpinCo Liability. Bentley and the Bentley Subsidiaries The DG Group shall: (i) shall, at all times until paid to a member of the CPEX SpinCo Group, hold Insurance Proceeds received for or with respect to Insured CPEX SpinCo Liabilities in trust for the benefit of CPEXSpinCo; and (ii) shall promptly remit such Insurance Proceeds to CPEXSpinCo. (b) Claims for coverage of Insured Bentley DG Liabilities shall be tendered by CPEX SpinCo as necessary to invoke the benefit of the Policies, at BentleyDG’s sole option, cost and expense. If such insurers do not promptly acknowledge insurance coverage in connection with the Insured Bentley DG Liabilities, then, with respect to such Insured Bentley DG Liabilities, Bentley DG or a member of the Bentley DG Group on an as-incurred basis basis: (i) shall advance all amounts expended by the CPEX SpinCo Group for or with respect to such Insured Bentley DG Liabilities, including, without limitation, all costs and expenses in connection with the defense and settlement and in satisfaction of any judgment incurred, and amounts sufficient to cover any Liabilities required to be paid by CPEX or its Subsidiaries the SpinCo Group and (ii) shall pay all costs incurred in connection with pursuing and recovering Insurance Proceeds with respect to the Insured Bentley DG Liabilities. Any payments made by Bentley or a member of the Bentley Subsidiaries DG Group on account of such Insured Bentley DG Liabilities shall be deemed to be advances pursuant to this Section 4.3. Bentley DG and the Bentley DG Subsidiaries shall have the right to recover any advances made pursuant to Section 4.3 from CPEX the SpinCo Group, and the CPEX Subsidiaries, and CPEX and the CPEX Subsidiaries SpinCo Group shall have the obligation promptly to reimburse Bentley and the Bentley Subsidiaries DG Group for such advances, solely from the Insurance Proceeds of the Policies that cover such Insured Bentley DG Liabilities and that are received by CPEX or the CPEX SubsidiariesSpinCo Group with respect to an Insured DG Liability. CPEX and the CPEX Subsidiaries The SpinCo Group shall: (i) shall, at all times until paid to a member of the Bentley DG Group, hold Insurance Proceeds received for or with respect to Insured Bentley DG Liabilities in trust for the benefit of BentleyDG; and (ii) shall promptly remit such Insurance Proceeds to BentleyDG.

Insured Liabilities. (a) Claims for coverage of Insured CPEX MPI Liabilities shall be tendered by Bentley Myriad as necessary to invoke the benefit of the Policies, at CPEXMPI’s sole option, cost and expense. If such insurers do not promptly acknowledge insurance coverage in connection with the Insured CPEX MPI Liabilities, then, with respect to such Insured CPEX MPI Liabilities, CPEX MPI or a member of the CPEX MPI Group on an as-incurred basis (i) shall advance all amounts expended by the Bentley Myriad Group for or with respect to such Insured CPEX MPI Liabilities, including, without limitation, all costs and expenses in connection with the defense and settlement and in satisfaction of any judgment incurred, and amounts sufficient to cover any Liabilities required to be paid by Bentley Myriad or its Subsidiaries and (ii) shall pay all costs incurred in connection with pursuing and recovering Insurance Proceeds with respect to the Insured CPEX MPI Liabilities. Any payments made by CPEX MPI or the CPEX MPI Subsidiaries on account of such Insured CPEX MPI Liabilities shall be deemed to be advances pursuant to this Section 4.3. CPEX MPI and the CPEX MPI Subsidiaries shall have the right to recover any advances made pursuant to Section 4.3 from Bentley Myriad and the Bentley Myriad Subsidiaries, and Bentley Myriad and the Bentley Myriad Subsidiaries shall have the obligation promptly to reimburse CPEX MPI and the CPEX MPI Subsidiaries for such advances, solely from the Insurance Proceeds of the Policies that cover such Insured CPEX MPI Liabilities and that are received by Bentley Myriad or the Bentley Myriad Subsidiaries. Bentley Myriad and the Bentley Myriad Subsidiaries (i) shall, at all times until paid to a member of the CPEX MPI Group, hold Insurance Proceeds received for or with respect to Insured CPEX MPI Liabilities in trust for the benefit of CPEXMPI; and (ii) shall promptly remit such Insurance Proceeds to CPEXMPI. (b) Claims for coverage of Insured Bentley Myriad Liabilities shall be tendered by CPEX MPI as necessary to invoke the benefit of the Policies, at BentleyMyriad’s sole option, cost and expense. If such insurers do not promptly acknowledge insurance coverage in connection with the Insured Bentley Myriad Liabilities, then, with respect to such Insured Bentley Myriad Liabilities, Bentley Myriad or a member of the Bentley Myriad Group on an as-incurred basis (i) shall advance all amounts expended by the CPEX MPI Group for or with respect to such Insured Bentley Myriad Liabilities, including, without limitation, all costs and expenses in connection with the defense and settlement and in satisfaction of any judgment incurred, and amounts sufficient to cover any Liabilities required to be paid by CPEX MPI or its Subsidiaries and (ii) shall pay all costs incurred in connection with pursuing and recovering Insurance Proceeds with respect to the Insured Bentley Myriad Liabilities. Any payments made by Bentley Myriad or the Bentley Myriad Subsidiaries on account of such Insured Bentley Myriad Liabilities shall be deemed to be advances pursuant to this Section 4.3. Bentley Myriad and the Bentley Myriad Subsidiaries shall have the right to recover any advances made pursuant to Section 4.3 from CPEX MPI and the CPEX MPI Subsidiaries, and CPEX MPI and the CPEX MPI Subsidiaries shall have the obligation promptly to reimburse Bentley Myriad and the Bentley Myriad Subsidiaries for such advances, solely from the Insurance Proceeds of the Policies that cover such Insured Bentley Myriad Liabilities and that are received by CPEX MPI or the CPEX MPI Subsidiaries. CPEX MPI and the CPEX MPI Subsidiaries (i) shall, at all times until paid to a member of the Bentley Myriad Group, hold Insurance Proceeds received for or with respect to Insured Bentley Myriad Liabilities in trust for the benefit of BentleyMyriad; and (ii) shall promptly remit such Insurance Proceeds to BentleyMyriad.

Insured Liabilities. (a) Claims for coverage of Insured CPEX SpinCo Liabilities shall be tendered by Bentley the Company, to the extent permitted under the applicable Policy, as necessary to invoke the benefit of the Policies, at CPEXSpinCo’s sole option, cost and expense. If such insurers do not promptly acknowledge insurance coverage in connection with the Insured CPEX SpinCo Liabilities, then, with respect to such Insured CPEX SpinCo Liabilities, CPEX SpinCo or a member of the CPEX SpinCo Group on an as-incurred basis shall: (i) shall advance all amounts expended by the Bentley Company Group for or with respect to such Insured CPEX SpinCo Liabilities, including, without limitation, including all costs and expenses in connection with the defense and settlement and in satisfaction of any judgment incurred, and shall pay all amounts sufficient required (as determined by the Company) to cover any Liabilities required to be paid incurred by Bentley or its Subsidiaries the Company Group in connection therewith, and (ii) shall pay all costs incurred in connection with pursuing and recovering Insurance Proceeds with respect to the Insured CPEX SpinCo Liabilities. Any payments made by CPEX or a member of the CPEX Subsidiaries SpinCo Group on account of such Insured CPEX SpinCo Liabilities shall be deemed to be advances pursuant to this Section 4.34.3(a). CPEX and the CPEX Subsidiaries The SpinCo Group shall have the right to recover any advances made pursuant to Section 4.3 4.3(a) from Bentley the Company Group, and the Bentley Subsidiaries, and Bentley and the Bentley Subsidiaries Company Group shall have the obligation promptly to reimburse CPEX and the CPEX Subsidiaries SpinCo Group for such advances, solely from the Insurance Proceeds of the Policies that cover such Insured CPEX SpinCo Liabilities and that are received by Bentley or the Bentley SubsidiariesCompany Group with respect to an Insured SpinCo Liability. Bentley and the Bentley Subsidiaries The Company Group shall: (i) shall, at all times until paid to a member of the CPEX SpinCo Group, hold Insurance Proceeds received for or with respect to Insured CPEX SpinCo Liabilities in trust for the benefit of CPEXSpinCo; and (ii) shall promptly remit such Insurance Proceeds to CPEXSpinCo. (b) Claims for coverage of Insured Bentley Company Liabilities shall be tendered by CPEX SpinCo, to the extent permitted by the applicable Policy, as necessary to invoke the benefit of the Policies, at Bentley’s the Company's sole option, cost and expense. If such insurers do not promptly acknowledge insurance coverage in connection with the Insured Bentley Company Liabilities, then, with respect to such Insured Bentley Company Liabilities, Bentley the Company or a member of the Bentley Company Group on an as-incurred basis shall: (i) shall advance all amounts expended by the CPEX SpinCo Group for or with respect to such Insured Bentley Company Liabilities, including, without limitation, including all costs and expenses in connection with the defense and settlement and in satisfaction of any judgment incurred, and shall pay all amounts sufficient required (as determined by SpinCo) to cover any Liabilities required to be paid incurred by CPEX or its Subsidiaries the SpinCo Group in connection therewith, and (ii) shall pay all costs incurred in connection with pursuing and recovering Insurance Proceeds with respect to the Insured Bentley Company Liabilities. Any payments made by Bentley or a member of the Bentley Subsidiaries Company Group on account of such Insured Bentley Company Liabilities shall be deemed to be advances pursuant to this Section 4.34.3(b). Bentley The Company and the Bentley Retained Subsidiaries shall have the right to recover any advances made pursuant to Section 4.3 4.3(b) from CPEX the SpinCo Group, and the CPEX Subsidiaries, and CPEX and the CPEX Subsidiaries SpinCo Group shall have the obligation promptly to reimburse Bentley and the Bentley Subsidiaries Company Group for such advances, solely from the Insurance Proceeds of the Policies that cover such Insured Bentley Company Liabilities and that are received by CPEX or the CPEX SubsidiariesSpinCo Group with respect to an Insured Company Liability. CPEX and the CPEX Subsidiaries The SpinCo Group shall: (i) shall, at all times until paid to a member of the Bentley Company Group, hold Insurance Proceeds received for or with respect to Insured Bentley Company Liabilities in trust for the benefit of Bentleythe Company; and (ii) shall promptly remit such Insurance Proceeds to Bentleythe Company.