Policies and Rights Included Within Assets. (a) The Healthcare Assets shall include (i) any and all rights of an insured Party under each of the Healthcare Shared Policies, subject to the terms of such Healthcare Shared Policies and any limitations or obligations of Healthcare contemplated by this Article XI, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all actual or alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date by any Party in or in connection with the conduct of the Healthcare Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date or, to the extent any claim is made against Healthcare or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution Date, and which actual or alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Healthcare Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, prior to the Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution Date.
(b) The Electronics Assets shall include (i) any and all rights of an insured Party under each of the Electronics Shared Policies, subject to the terms of such Electronics Shared Policies and any limitations or obligations of Electronics contemplated by this Article XI, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all actual or alleged wrongful ...
Policies and Rights Included Within Assets. The Fountain Assets shall include (i) any and all rights of an insured Party under each of the Fountain Shared Policies, subject to the terms of such Fountain Shared Policies and any limitations or obligations of Fountain contemplated by this Article X, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all actual or alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, prior to the Fountain Distribution Date by either Party in or in connection with the conduct of the Fountain Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Fountain Distribution Date or, to the extent any claim is made against Fountain or any of its Subsidiaries or the conduct of the Trident Retained Business, and which actual or alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Fountain Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Fountain Shared Policies, or any of them, to Fountain, and (ii) the Fountain Policies.
Policies and Rights Included Within Assets. The SpinCo Assets shall include (a) any and all rights of an insured party under each of the Parent Shared Policies, subject to the terms of such Parent Shared Policies and any limitations or obligations of SpinCo contemplated by this Article VI, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Effective Time by any party in or in connection with the conduct of the SpinCo Business or the ownership of the SpinCo Assets or, to the extent any claim is made against SpinCo or any of the SpinCo Subsidiaries, the conduct of the Parent Business or the ownership of the Parent Assets, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such Parent Shared Policies, and (b) the SpinCo Policies.
Policies and Rights Included Within Assets. (a) The HLT Retained Assets shall include any and all rights of a first named insured under Policies where HLT is a first named insured, subject to the terms of such Policies and any limitations or obligations of HLT contemplated by this Article X, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Effective Time by any party in or in connection with the conduct of the HLT Retained Business or, to the extent any claim is made against HLT or any of its Subsidiaries, the conduct of the Ownership Business or the Timeshare Business, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such Company Policies; provided, however, that nothing in this Section 10.1 shall be deemed to constitute (or to reflect) an assignment of such Policies by HLT.
(b) The Ownership Assets shall include any and all rights of an insured party under each of the Company Policies, subject to Sections 10.9 and 10.10 and to the terms of such Company Policies and any limitations or obligations of PK contemplated by this Article X or Schedule 10.1, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Effective Time by any party in or in connection with the conduct of the Ownership Business or, to the extent any claim is made against PK or any of its Subsidiaries, the conduct of the HLT Retained Business or the Timeshare Business, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such Company Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Company Policies, or any of them, to PK.
(c) The Timeshare Assets shall include any and all rights of an insured party under each of the Company Policies, subject to Sections 10.9 and 10.10 and to the terms of such Company Policies and any limitations or obligations of HGV contemplated by this Article X or Sche...
Policies and Rights Included Within Assets. (a) Xxxxxxx International or one or more members of the Xxxxxxx International Group shall continue to own all Company Policies which were or are in effect at any time at or prior to the Effective Time (other than the Xxxxxxx Electronics Policies). Subject to the provisions of this Agreement, (i) the Xxxxxxx International Group shall retain all of their respective rights, benefits and privileges, if any, under the Company Policies and (ii) coverage of the Xxxxxxx Electronics Group under the Company Policies shall cease as of the Effective Time with respect to all injuries, losses, liabilities, damages and expenses to the extent suffered by one or more members of the Xxxxxxx Electronics Group in connection with , relating to, arising out of or due to, directly or indirectly, any event or occurrence at or after the Effective Time. Nothing contained herein shall be construed to be an attempted assignment of or a change to any part of the ownership of the Company Policies or shall be construed to waive any right or remedy of any member of the Xxxxxxx International Group in respect thereof. Not provision of this Agreement is intended to relieve any insurer of any Liability under any policy.
(b) Xxxxxxx Electronics or one or more members of the Xxxxxxx Electronics Group shall own (i) all Policies established in contemplation of the Distribution to cover only the Xxxxxxx Electronics Group after the Effective Time and (ii) the Policies listed on Schedule 9.1(b) (collectively, the “Xxxxxxx Electronics Policies”).
Policies and Rights Included Within Assets. (a) The LDC Assets shall include (i) the LDC Policies and (ii) any and all rights of any member of the Spinco Group under each of the Shared Policies, subject to the terms of such Shared Policies and any limitations or obligations of any member of the Spinco Group contemplated by this ARTICLE X. The rights under the Shared Policies allocated under this provision specifically include rights of indemnity and the right to be defended by or at the expense of the insurer: (x) with respect to all alleged wrongful acts, claims, suits, actions, proceedings, injuries, losses, Liabilities, damages and expenses incurred or claimed to have been incurred and reported or notified to the insurer per any claims-made policy reporting provision prior to the Distribution Date by any Person in or in connection with the conduct of the LDC Business and (y) any other claim made against Spinco or any of its Subsidiaries that may arise out of an insured or insurable occurrence or wrongful act covered under one or more of such Shared Policies. Nothing in this provision shall be deemed to constitute (or to reflect) an assignment of the Shared Policies, or any of them, to any member of the Spinco Group.
(b) The Retained Business Assets shall include (i) the Retained Business Policies and (ii) the Shared Policies, excluding any rights under the Shared Policies allocated to the Spinco Group pursuant to Section 10.1(a) above.
Policies and Rights Included Within Assets. The SpinCo Assets shall include (i) any and all rights of an insured party under each of the Shared Policies, subject to the terms of such Shared Policies and any limitations or obligations of SpinCo contemplated by this Article X, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all alleged wrongful acts, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Distribution Date by any Party in or in connection with the conduct of the SpinCo Business or, to the extent any claim is made against SpinCo or any of its Subsidiaries, the conduct of the RemainCo Business, and which alleged wrongful acts, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Shared Policies, or any of them, to SpinCo, and (ii) the SpinCo Policies.
Policies and Rights Included Within Assets. (a) At such time as the parties agree, U S WEST shall cause Western Range to transfer to an Insurer or to a member of the New U S WEST Group all of the Insurance Arrangements provided by Western Range (as well as the liabilities and corresponding reserves) which relate to members of the New
Policies and Rights Included Within Assets. (a) The Cognizant Assets shall include (i) any and all rights of an insured party under each of the Cognizant Shared Policies, subject to the terms of such Cognizant Shared Policies and any limitations or obligations of Cognizant contemplated by
Policies and Rights Included Within Assets. The CSC Assets shall include any and all rights of an insured party under each of the Company Policies, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Effective Time by any party in or in connection with the conduct of the CSC Business or, to the extent any claim is made against CSC or any of its Subsidiaries, the conduct of the CSRA Business, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such Company Policies.
