Common use of Policies and Rights Included Within Assets Clause in Contracts

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 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 Timeshare Business or, to the extent any claim is made against HGV or any of its Subsidiaries, the conduct of the HLT Retained Business or the Ownership 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 HGV.

Policies and Rights Included Within Assets. (a) The HLT Retained Leidos Assets shall include any and all rights of a first named an insured party under Policies where HLT is a first named insured, subject to each of the terms of such Policies and any limitations or obligations of HLT contemplated by this Article XCompany 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 HLT Retained Leidos Business or, to the extent any claim is made against HLT Leidos or any of its Subsidiaries, the conduct of the Ownership Business or the Timeshare New SAIC 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 Subject to Section 10.2, the New SAIC Assets shall include any and all rights of an insured party under each of the Company PoliciesPolicies that are occurrence-based (as opposed to “claims- made”) policies, subject to Sections Section 10.9 and 10.10 and to the terms of such Company Policies and any limitations or obligations of PK New SAIC 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 New SAIC Business or, to the extent any claim is made against PK New SAIC or any of its Subsidiaries, the conduct of the HLT Retained Business or the Timeshare Leidos 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 New SAIC; 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 Schedule 10.1, specifically including rights of indemnity and the right to be defended by or at the expense of the insurerprovided further that, with respect to all claimsclaims under professional liability policies, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to any such claim in which the Effective Time by any party in or in connection ultimate resolution thereof would exceed the self-insured retention may only be settled with the conduct approval of the Timeshare Business orLeidos, to the extent any claim is made against HGV which approval may not be unreasonably withheld, delayed or any of its Subsidiaries, the conduct of the HLT Retained Business or the Ownership 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 HGVconditioned.

Policies and Rights Included Within Assets. (a) The HLT Retained Leidos Assets shall include any and all rights of a first named an insured party under Policies where HLT is a first named insured, subject to each of the terms of such Policies and any limitations or obligations of HLT contemplated by this Article XCompany 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 HLT Retained Leidos Business or, to the extent any claim is made against HLT Leidos or any of its Subsidiaries, the conduct of the Ownership Business or the Timeshare New SAIC 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 New SAIC Assets shall include any and all rights of an insured party under each of the Company PoliciesPolicies that are occurrence-based (as opposed to “claims-made”) policies, subject to Sections Section 10.9 and 10.10 and to the terms of such Company Policies and any limitations or obligations of PK New SAIC 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 New SAIC Business or, to the extent any claim is made against PK New SAIC or any of its Subsidiaries, the conduct of the HLT Retained Business or the Timeshare Leidos 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 PKNew SAIC. (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 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 Timeshare Business or, to the extent any claim is made against HGV or any of its Subsidiaries, the conduct of the HLT Retained Business or the Ownership 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 HGV.

Policies and Rights Included Within Assets. (a) The HLT Retained CSC Assets shall include any and all rights of a first named an insured party under Policies where HLT is a first named insured, subject to each of the terms of such Policies and any limitations or obligations of HLT contemplated by this Article XCompany 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 HLT Retained CSC Business or, to the extent any claim is made against HLT CSC or any of its Subsidiaries, the conduct of the Ownership Business or the Timeshare Computer Sciences GS 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 Subject to Section 10.2, the Computer Sciences GS Assets shall include any and all rights of an insured party under each of the Company PoliciesPolicies that are occurrence-based (as opposed to “claims-made”) policies, subject to Sections Section 10.9 and 10.10 and to the terms of such Company Policies and any limitations or obligations of PK Computer Sciences GS contemplated by this Article X Section 9 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 Computer Sciences GS Business or, to the extent any claim is made against PK Computer Sciences GS or any of its Subsidiaries, the conduct of the HLT Retained Business or the Timeshare CSC 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 Computer Sciences GS; 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 Schedule 10.1, specifically including rights of indemnity and the right to be defended by or at the expense of the insurerprovided further that, with respect to all claimsclaims under professional liability policies, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to any such claim in which the Effective Time by any party in or in connection ultimate resolution thereof would exceed the self-insured retention may only be settled with the conduct approval of the Timeshare Business orCSC, to the extent any claim is made against HGV which approval may not be unreasonably withheld, delayed or any of its Subsidiaries, the conduct of the HLT Retained Business or the Ownership 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 HGVconditioned.

Policies and Rights Included Within Assets. (a) The HLT Retained CSC Assets shall include any and all rights of a first named an insured party under Policies where HLT is a first named insured, subject to each of the terms of such Policies and any limitations or obligations of HLT contemplated by this Article XCompany 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 HLT Retained CSC Business or, to the extent any claim is made against HLT CSC or any of its Subsidiaries, the conduct of the Ownership Business or the Timeshare Computer Sciences GS 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 Subject to Section 10.2, the Computer Sciences GS Assets shall include any and all rights of an insured party under each of the Company PoliciesPolicies that are occurrence-based (as opposed to “claims-made”) policies, subject to Sections Section 10.9 and 10.10 and to the terms of such Company Policies and any limitations or obligations of PK Computer Sciences GS contemplated by this Article X or Schedule 10.1Section 10, 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 Computer Sciences GS Business or, to the extent any claim is made against PK Computer Sciences GS or any of its Subsidiaries, the conduct of the HLT Retained Business or the Timeshare CSC 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 Computer Sciences GS; 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 Schedule 10.1, specifically including rights of indemnity and the right to be defended by or at the expense of the insurerprovided further that, with respect to all claimsclaims under professional liability policies, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to any such claim in which the Effective Time by any party in or in connection ultimate resolution thereof would exceed the self-insured retention may only be settled with the conduct approval of the Timeshare Business orCSC, to the extent any claim is made against HGV which approval may not be unreasonably withheld, delayed or any of its Subsidiaries, the conduct of the HLT Retained Business or the Ownership 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 HGVconditioned.

Policies and Rights Included Within Assets. (a) The HLT Retained Assets shall include any and all rights of a first named or named additional insured party under each of the Company Policies where HLT is a first named insuredset forth on Schedule 7.01(a) hereto and all predecessor Policies thereto, subject to the terms of such Policies and any limitations or obligations of HLT the Company contemplated by this Article XVII or Schedule 7.01(a), specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to 16 20 all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Effective Distribution Time by any party Person in or in connection with the conduct of the HLT Retained Business or the Educational Business or, to the extent any claim is made against HLT the Company 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 Destinations 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 PKthe Company. (cb) The Timeshare Destinations Assets shall include any and all rights of an a named or named additional insured party under each of Policy where the Company Policiesis a named or named additional insured party and all predecessor Policies thereto, subject to Sections 10.9 and 10.10 and to the terms of such Company Policies and any limitations or obligations of HGV Destinations contemplated by this Article X VII or Schedule 10.17.01(a), 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 Distribution Time by any party Person in or in connection with the conduct of the Timeshare Destinations Business or, to the extent any claim is made against HGV Destinations or any of its Subsidiaries, the conduct of the HLT Retained Business or the Ownership Educational 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 either such Company PoliciesPolicy; 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, Policies to HGVDestinations.