Common use of Payment of Settlement Amount Clause in Contracts

Payment of Settlement Amount. 3.1 The Hartford Parties shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. The Hartford Parties shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event the Hartford Parties shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then the Hartford Parties shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to the Hartford Parties’ payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to the Hartford Parties and shall deem the Hartford Parties to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to the Hartford Parties’ payment of the Settlement Amount, the Hartford-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 The Hartford Parties are not acting as volunteers in paying the Settlement Amount and the Hartford Parties’ payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The Hartford-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from the Hartford Parties’ reinsurers in their capacity as reinsurers of the Hartford Parties. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a Hartford-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then the Hartford Parties shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a Hartford-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a Hartford-Related Party for the Hartford-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the Hartford-Related Party. To ensure that such a reduction is accomplished, the Hartford-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the Hartford-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 The Hartford Parties Navigators shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. The Hartford Navigators Management Company Participating Parties shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event the Hartford Navigators Management Company Participating Parties shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then the Hartford Navigators Management Company Participating Parties shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to the Hartford Navigators Management Company Participating Parties’ payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to the Hartford Navigators Management Company Participating Parties and shall deem the Hartford Navigators Management Company Participating Parties to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to the Hartford Navigators Management Company Participating Parties’ payment of the Settlement Amount, the HartfordNavigators-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 The Hartford Navigators Management Company Participating Parties are not acting as volunteers in paying the Settlement Amount and the Hartford Navigators Management Company Participating Parties’ payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The HartfordNavigators-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from the Hartford Navigators Management Company Participating Parties’ reinsurers in their capacity as reinsurers of the Hartford Navigators Management Company Participating Parties. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a HartfordNavigators-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then the Hartford Navigators Management Company Participating Parties shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a HartfordNavigators-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a HartfordNavigators-Related Party for the HartfordNavigators-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the HartfordNavigators-Related Party. To ensure that such a reduction is accomplished, the HartfordNavigators-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the HartfordNavigators-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 The Hartford Parties American Centennial shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. The Hartford Parties American Centennial shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event the Hartford Parties American Centennial shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then the Hartford Parties American Centennial shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to the Hartford Parties’ American Centennial’s payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to the Hartford Parties American Centennial and shall deem the Hartford Parties American Centennial to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to the Hartford Parties’ American Centennial’s payment of the Settlement Amount, the HartfordAmerican Centennial-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 The Hartford Parties are American Centennial is not acting as volunteers a volunteer in paying the Settlement Amount and the Hartford Parties’ American Centennial’s payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The HartfordAmerican Centennial-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from the Hartford Parties’ American Centennial’s reinsurers in their capacity as reinsurers of the Hartford PartiesAmerican Centennial. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a HartfordAmerican Centennial-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then the Hartford Parties American Centennial shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a HartfordAmerican Centennial-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a HartfordAmerican Centennial-Related Party for the HartfordAmerican Centennial-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the HartfordAmerican Centennial-Related Party. To ensure that such a reduction is accomplished, the HartfordAmerican Centennial-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the HartfordAmerican Centennial-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 The Hartford Parties Wausau shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. The Hartford Parties Wausau shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event the Hartford Parties Wausau shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then the Hartford Parties Wausau shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to the Hartford Parties’ Wausau’s payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to the Hartford Parties Wausau and shall deem the Hartford Parties Wausau to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to the Hartford Parties’ Wausau’s payment of the Settlement Amount, the HartfordWausau-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 The Hartford Parties are Wausau is not acting as volunteers a volunteer in paying the Settlement Amount and the Hartford Parties’ Wausau’s payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The HartfordWausau-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from the Hartford Parties’ Wausau’s reinsurers in their capacity as reinsurers of the Hartford PartiesWausau. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a HartfordWausau-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then the Hartford Parties Wausau shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a HartfordWausau-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a HartfordWausau-Related Party for the HartfordWausau-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the HartfordWausau-Related Party. To ensure that such a reduction is accomplished, the HartfordWausau-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the HartfordWausau-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 The Hartford Parties Transport shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. The Hartford Parties Transport shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event the Hartford Parties Transport shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then the Hartford Parties Transport shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to the Hartford Parties’ Transport’s payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to the Hartford Parties Transport and shall deem the Hartford Parties Transport to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to the Hartford Parties’ Transport’s payment of the Settlement Amount, the HartfordTransport-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 The Hartford Parties are Transport is not acting as volunteers a volunteer in paying the Settlement Amount and the Hartford Parties’ Transport’s payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The HartfordTransport-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from the Hartford Parties’ Transport’s reinsurers in their capacity as reinsurers of the Hartford PartiesTransport. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a HartfordTransport-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then the Hartford Parties Transport shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a HartfordTransport-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a HartfordTransport-Related Party for the HartfordTransport-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the HartfordTransport-Related Party. To ensure that such a reduction is accomplished, the HartfordTransport-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the HartfordTransport-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 The Hartford Parties TIG shall irrevocably pay the TIG Settlement Share of the Settlement Amount and U.S. Fire shall irrevocably pay the U.S. Fire Settlement Share of the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. The Hartford TIG Parties shall have the exclusive right jointly to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event the Hartford Parties TIG and U.S. Fire shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then the Hartford Parties TIG and U.S. Fire shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The TIG Settlement Amount is Share and the U.S. Fire Settlement Share constitute the full purchase price of the TIG Subject Policies and the U.S. Fire Subject Policies. Effective upon the Approval Date, but subject to the Hartford Parties’ TIG’s payment of the TIG Settlement AmountShare, the Congoleum Parties shall be deemed to have sold to the Hartford Parties TIG and shall deem TIG to own the Hartford Parties to own, the TIG Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to the Hartford Parties’ TIG’s payment of the TIG Settlement AmountShare, the HartfordTIG-Related Parties shall have no further obligation under the TIG Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. Effective upon the Approval Date, but subject to U.S. Fire’s payment of the U.S. Fire Settlement Share, the Congoleum Parties shall be deemed to have sold to U.S. Fire and shall deem U.S. Fire to own the U.S. Fire Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to U.S. Fire’s payment of the U.S. Fire Settlement Share, the U.S. Fire-Related Parties shall have no further obligation under the U.S. Fire Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 The Hartford TIG Parties are not acting as volunteers in paying the Settlement Amount Amount, and the Hartford TIG Parties’ payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The HartfordTIG-Related Parties and the U.S. Fire-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from the Hartford Parties’ TIG’s and U.S. Fire’s reinsurers in their capacity as reinsurers of the Hartford PartiesTIG and/or U.S. Fire. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a HartfordTIG-Related Party relating to or arising out of any of the Claims against the TIG-Related Parties released pursuant to Section V, then TIG shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party, and if a third party pursues a contribution, subrogation or indemnification Claim against a U.S. Fire-Related Party relating to or arising out of any of the Hartford Claims against the U.S. Fire-Related Parties released pursuant to Section V, then U.S. Fire shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a HartfordTIG-Related Party or a U.S. Fire-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a HartfordTIG-Related Party or a U.S. Fire-Related Party for the HartfordTIG-Related Party’s or U.S. Fire-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the HartfordTIG-Related PartyParty or the U.S. Fire-Related Party as the case may be. To ensure that such a reduction is accomplished, the HartfordTIG-Related Party or the U.S. Fire-Related Party, as the case may be, shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the Hartford-Related Party itself from any liability for the judgment or Claim. 3.6 This Agreement provides that TIG is severally responsible only for the TIG Settlement Share and that U.S. Fire is severally responsible only for the U.S. Fire Settlement Share. By the same token, the benefits conferred upon the TIG Parties by this Agreement and the Approval Order shall be treated as several and shall be construed for all purposes to apply separately to TIG and the TIG-Related Parties, on the one hand, and to U.S. Fire and the U.S. Fire-Related Parties, on the other hand, so that in the event that one of the TIG Parties is in compliance and the other is not, the non-complying TIG Party shall not be entitled to benefit from the other TIG Party’s compliance.

Payment of Settlement Amount. 3.1 The Hartford Parties Each London Market Company shall irrevocably pay its respective, several share of the Settlement Amount in the amount specified on Exhibit 3 hereto to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. The Hartford Parties London Market Companies shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event the Hartford Parties London Market Companies shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then the Hartford Parties London Market Companies shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Each London Market Company’s individual, respective, allocated share of the Settlement Amount is the full purchase price of that London Market Company’s subscribed, several share of the Subject Policies. Effective upon the Approval Date, but subject to to, on a company by company basis, the Hartford Parties’ London Market Company’s payment of its individual, respective, allocated share of the Settlement AmountAmount (as set forth on Exhibit 3), the Congoleum Parties shall be deemed to have sold to the Hartford Parties paying London Market Company and shall deem the Hartford Parties London Market Company to own, its subscribed, several, share of the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to to, on a company by company basis, the Hartford Parties’ London Market Company’s payment of its individual, respective, allocated share of the Settlement Amount, the Hartfordpaying London Market Company and its respective London-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 The Hartford Parties London Market Companies are not acting as volunteers in paying the Settlement Amount and the Hartford PartiesLondon Market Companies’ payment of their respective, allocated shares of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The HartfordLondon-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from the Hartford PartiesLondon Market Companies’ reinsurers in their capacity as reinsurers of the Hartford PartiesLondon Market Companies. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a HartfordLondon-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then the Hartford Parties London Market Companies shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. . 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties that is not a London-Related Party obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a HartfordLondon-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a HartfordLondon-Related Party for the HartfordLondon-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its claim, final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the HartfordLondon-Related Party. To ensure that such a reduction is accomplished, the HartfordLondon-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the HartfordLondon-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 The Hartford Parties Subject to Paragraph 3.2, the Chartis Companies shall irrevocably pay the Settlement Amount to the Trust within thirty or as otherwise directed by the Plan in the following installment amounts and on or before the following payment due dates: 3.2 In the event, as of ten (3010) business days prior to the due date of the later of (a) any installment amount specified in Paragraph 3.1, the Approval Date or (b) the date Order and the Confirmation Order becomes a have not become Final OrderOrders, such installment amount shall not be due on the date specified in Paragraph 3. 1. The Hartford Parties Within forty-five (45) days after receipt of notice by the Chartis Companies that the Approval Order and the Confirmation Order are Final Orders, the Chartis Companies shall have pay any and all installment amounts as to which payment had been delayed pursuant to the exclusive right to waive the occurrence first sentence of either this Paragraph 3.2 and shall make payments of installment amounts on or both of the payment-triggering conditions before any and all due dates set forth in the immediately preceding sentence, in which event the Hartford Parties shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then the Hartford Parties shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts Paragraph 3.1 that would be payable are unaffected by the Trust pursuant to the Planfirst sentence of this Paragraph 3.2. 3.2 3.3 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to the Hartford PartiesChartis Companies’ payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to the Hartford Parties Chartis Companies and shall deem the Hartford Parties Chartis Companies to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to the Hartford PartiesChartis Companies’ payment of the Settlement Amount, the HartfordChartis-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 3.4 The Hartford Parties Chartis Companies are not acting as volunteers in paying the Settlement Amount Amount, and the Hartford PartiesChartis Companies’ payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 3.5 The HartfordChartis-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, or payments due or alleged to be due under any indemnity agreements related in any way to the Subject Policies, other than from the Hartford PartiesChartis Companies’ reinsurers in their capacity as reinsurers of the Hartford PartiesChartis Companies. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a HartfordChartis-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then the Hartford Parties Chartis Companies shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 3.5 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 3.5 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 3.6 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a HartfordChartis-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a HartfordChartis-Related Party for the HartfordChartis-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the HartfordChartis-Related Party. To ensure that such a reduction is accomplished, the HartfordChartis-Related Party shall be entitled to assert this Paragraph 3.6 as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the HartfordChartis-Related Party from any liability for the judgment or Claim. 3.7 The Chartis Companies shall have the right to allocate the Settlement Amount or any portion thereof solely for their own purposes, in their own books and records, to the various classifications of Claims released hereunder; provided, however, that except as provided in the next sentence of this Paragraph 3.7, the Congoleum Parties and the Trust shall not be deemed to agree with any such allocation for any reason or purpose and provided further, however, that this Paragraph 3.7 shall have no effect on the Chartis Companies’ payment obligations under Paragraph 3.1 or in any way limit the Trust’s use of the Settlement Amount. One thousand U.S. dollars ($1,000) of the Settlement Amount shall be deemed consideration for the release of potential or actual non-products liability claims, and the remainder of the Settlement Amount shall be deemed consideration for the release of potential or actual products liability claims.

Payment of Settlement Amount. 3.1 The Hartford NJ Guaranty Parties shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. The Hartford NJ Guaranty Parties shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event the Hartford NJ Guaranty Parties shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then the Hartford NJ Guaranty Parties shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to the Hartford Parties’ payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to the Hartford Parties and shall deem the Hartford Parties to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to the Hartford Parties’ payment of the Settlement Amount, the Hartford-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 The Hartford NJ Guaranty Parties are not acting as volunteers in paying the Settlement Amount and the Hartford NJ Guaranty Parties’ payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The Hartford-Related 3.3 Subject to Paragraph 3.4, the NJ Guaranty Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from the Hartford Parties’ reinsurers in their capacity as reinsurers of the Hartford Parties. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a Hartford-Related NJ Guaranty Party relating to or arising out of any of the Claims released pursuant to Section V, then the Hartford NJ Guaranty Parties shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 3.3 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 3.3 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting 3.4 The NJ Guaranty Parties shall retain the effect right to seek reimbursement from the Insolvent Insurer Entities for a portion of the Injunction Settlement Amount so long as the amount sought from the Insolvent Insurer Entities responsible for a particular Insolvent Insurer is equal to or any Section 524(g) Injunctionless than the amount allocated to that Insolvent Insurer as set forth in Exhibit 3 hereto. The Congoleum Parties and the Trust fully reserve all their rights and remedies against each of the Insolvent Insurer Entities, including the right to seek coverage of Claims from the Insolvent Insurer Entities, and nothing in the event that any insurer (Agreement shall, or representative thereof vested with shall be deemed to, preclude or limit the rights Congoleum Parties’ and obligations the Trust’s pursuit of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a Hartford-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a Hartford-Related Party for the Hartford-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the Hartford-Related Party. To ensure that such a reduction is accomplished, the Hartford-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the Hartford-Related Party from any liability for the judgment or ClaimInsolvent Insurer Entities.

Payment of Settlement Amount. 3.1 The Hartford Parties Westport shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. The Hartford Parties Westport shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event the Hartford Parties Westport shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then the Hartford Parties Westport shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to the Hartford Parties’ Westport’s payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to the Hartford Parties Westport and shall deem the Hartford Parties Westport to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to the Hartford Parties’ Westport’s payment of the Settlement Amount, the HartfordWestport-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 The Hartford Parties are Westport is not acting as volunteers a volunteer in paying the Settlement Amount and the Hartford Parties’ Westport’s payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The HartfordWestport-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from the Hartford Parties’ Westport’s reinsurers in their capacity as reinsurers of the Hartford PartiesWestport. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a HartfordWestport-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then the Hartford Parties Westport shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a HartfordWestport-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a HartfordWestport-Related Party for the HartfordWestport-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the HartfordWestport-Related Party. To ensure that such a reduction is accomplished, the HartfordWestport-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the HartfordWestport-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 The Hartford Parties Old Republic shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. The Hartford Parties Old Republic shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event the Hartford Parties Old Republic shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then the Hartford Parties Old Republic shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to the Hartford Parties’ Old Republic’s payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to the Hartford Parties Old Xxxxxxxx and shall deem the Hartford Parties Old Republic to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to the Hartford Parties’ Old Republic’s payment of the Settlement Amount, the HartfordOld Republic-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 The Hartford Parties are Old Republic is not acting as volunteers a volunteer in paying the Settlement Amount and the Hartford Parties’ Old Republic’s payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The HartfordOld Republic-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from the Hartford Parties’ Old Republic’s reinsurers in their capacity as reinsurers of the Hartford PartiesOld Republic. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a HartfordOld Republic-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then the Hartford Parties Old Republic shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a HartfordOld Republic-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a HartfordOld Republic-Related Party for the HartfordOld Republic-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the HartfordOld Republic-Related Party. To ensure that such a reduction is accomplished, the HartfordOld Republic-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the HartfordOld Republic-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 The Hartford Parties Stonewall shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. The Hartford Parties Stonewall shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event the Hartford Parties Stonewall shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then the Hartford Parties Stonewall shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to the Hartford Parties’ Stonewall’s payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to the Hartford Parties Stonewall and shall deem the Hartford Parties xxxx Xxxxxxxxx to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to the Hartford Parties’ Stonewall’s payment of the Settlement Amount, the HartfordStonewall-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 The Hartford Parties are Stonewall is not acting as volunteers a volunteer in paying the Settlement Amount and the Hartford Parties’ Stonewall’s payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The HartfordStonewall-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from the Hartford Parties’ Stonewall’s reinsurers in their capacity as reinsurers of the Hartford PartiesStonewall. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a HartfordStonewall-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then the Hartford Parties Stonewall shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. . 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a HartfordStonewall-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a HartfordStonewall-Related Party for the HartfordStonewall-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the HartfordStonewall-Related Party. To ensure that such a reduction is accomplished, the HartfordStonewall-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the HartfordStonewall-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 The Hartford Parties shall irrevocably pay Payment of the Settlement Amount will be made in accordance with the following terms and conditions: (a) Myriad shall cause at least $20,000,000 in cash (the “Initial Cash Amount”) to be deposited into the Escrow Account no later ten (10) business days after the date of the Court’s entry of an order preliminarily approving the Settlement. (b) Prior to the Trust within thirty Settlement Hearing, Myriad shall calculate and disclose to Lead Counsel what proportion of the remaining Settlement Amount (30i.e., $57,500,000) will be paid in cash (the “Additional Cash Amount”) or shares of Myriad common stock (the “Stock Component”). For the avoidance of doubt, the amount of the Stock Component shall be the total $77,500,000 Settlement Amount less (i) the at least $20,000,000 Initial Cash Amount and (ii) any Additional Cash Amount beyond the Initial Cash Amount that Myriad has elected to pay in cash in lieu of Settlement Shares. (c) Myriad shall cause any Additional Cash Amount to be deposited into the Escrow Account no later than three (3) calendar days after the date of the Court’s entry of the Judgment or, if applicable, the Alternate Judgment. (d) The number of Settlement Shares that Myriad shall issue will be calculated by dividing the Stock Component by the Volume-Weighted Average Price (“VWAP”) of Myriad common stock for the ten (10) consecutive trading days immediately preceding the date of the Settlement Hearing. In the event that the quotient described in the preceding sentence yields a fractional number of shares, the number of shares issued will be rounded up to nearest whole share if that fraction is equal to, or greater than one half of one share, and otherwise rounded down to the nearest whole share. The total number of Settlement Shares to be issued shall be adjusted to reflect any subdivision or combination in Myriad common stock by stock splits, reverse stock splits, reorganization, recapitalization, or other similar transaction from the date of the initial calculation of the number of Settlement Shares that Myriad will issue under this paragraph (i.e., the date of the Settlement Hearing) through and including the date the Settlement Shares are issued by Myriad and delivered to the Securities Brokerage Account (i.e., no later than 3 business days after the date of the Court’s entry of the Judgment or, if applicable, the Alternate Judgment). (e) Except as provided in ¶ 9(d) below, by the later of three (3) business days after: (a) the Approval Date date of the Court’s entry of the Judgment or, if applicable, the Alternate Judgment; or (b) the date Myriad and Defendants’ Counsel receive the Confirmation Order becomes a Final Order. The Hartford Parties written instructions from Lead Counsel identifying the Securities Brokerage Account and DTC number that will match the DWAC initiated by the Securities Brokerage Account, Myriad shall have issue the exclusive right Settlement Shares and shall cause the Settlement Shares to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event the Hartford Parties shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing be delivered to the other Parties. If payment is made Securities Brokerage Account in accordance with the immediately preceding sentence, then the Hartford Parties shall pay the Settlement Amount to Congoleumwritten instructions from Lead Counsel, which shall hold such payment until be delivered to Myriad and Defendants’ Counsel prior to the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion date of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price Court’s entry of the Subject Policies. Effective upon the Approval DateJudgment or, but subject to the Hartford Parties’ payment of the Settlement Amountif applicable, the Congoleum Parties shall be deemed to have sold to the Hartford Parties and shall deem the Hartford Parties to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to the Hartford Parties’ payment of the Settlement Amount, the Hartford-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 The Hartford Parties are not acting as volunteers in paying the Settlement Amount and the Hartford Parties’ payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The Hartford-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from the Hartford Parties’ reinsurers in their capacity as reinsurers of the Hartford Parties. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a Hartford-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then the Hartford Parties shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section VAlternate Judgment; provided, however, that if the failure VWAP as calculated above dropped to a level that would require Myriad to issue shares in excess of 5% of the Congoleum Parties to obtaintotal number of outstanding shares of Myriad common stock, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 then Myriad shall have four (4) months from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect date of the Injunction or Settlement Hearing to pay in cash into the Escrow Account any Section 524(g) Injunction, in the event Settlement Amount that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more remains unpaid following payment of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a Hartford-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a Hartford-Related Party for the Hartford-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the Hartford-Related Party. To ensure that such a reduction is accomplished, the Hartford-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the Hartford-Related Party from any liability for the judgment or ClaimInitial Cash Amount.