Common use of Post-Distribution Date Claims Clause in Contracts

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Destinations or any of its Subsidiaries (including, without limitation, where ITT Destinations or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Destinations Business or, to the extent any claim is made 35 35 against ITT Destinations or any of its Subsidiaries (including, without limitation, where ITT Destinations or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries Business or the ITT Hartford Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company Policies, ITT Industries shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Destinations as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further be deemed to assign, without need of further documentation, to ITT Destinations any and all rights of an insured party under such Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(a) shall be deemed to constitute (or to reflect) an assignment of the Company Policies, or any of them, to ITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a). (b) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Hartford or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Hartford Business or, to the extent any claim is made against ITT Hartford or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries Business or the ITT Destinations Business, and which claim, suit, action, pro- 36 36 ceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under the Company Policy numbered 16 or 17 on Schedule 7.01(a) hereto, ITT Industries shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Hartford as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further be deemed to assign, without need of further documentation, to ITT Hartford any and all rights of an insured party under such Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(b) shall be deemed to constitute (or to reflect) an assignment of either of such Company Policies to ITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a).

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person Person shall assert a claim against ITT Destinations PracticeWorks or any of its the PracticeWorks Subsidiaries (including, without limitation, including where ITT Destinations PracticeWorks or its the PracticeWorks Subsidiaries are joint defendants with other personsPersons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Destinations PracticeWorks Business or, to the extent any claim is made 35 35 against ITT Destinations PracticeWorks or any of its the PracticeWorks Subsidiaries (including, without limitation, including where ITT Destinations PracticeWorks or its the PracticeWorks Subsidiaries are joint defendants with other personsPersons), the conduct of the ITT Industries InfoCure Business or the ITT Hartford Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company InfoCure Shared Policies, ITT Industries shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Destinations as the agent and attorney-in-fact to InfoCure shall assert and to collect any related Insurance Proceeds under such Company PolicyInfoCure Shared Policy on behalf of PracticeWorks and remit promptly to PracticeWorks any Insurance Proceeds so collected, and InfoCure shall further be deemed to assign, without need on behalf of further documentation, to ITT Destinations PracticeWorks assert any and all rights of an insured party under such Company InfoCure Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(a) 8.3 shall be deemed to constitute (or to reflect) an assignment or transfer of the Company InfoCure Shared Policies, or any of them, to ITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a)PracticeWorks. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Hartford or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Hartford Business or, to the extent any claim is made against ITT Hartford or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries Business or the ITT Destinations Business, and which claim, suit, action, pro- 36 36 ceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under the Company Policy numbered 16 or 17 on Schedule 7.01(a) hereto, ITT Industries shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Hartford as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further be deemed to assign, without need of further documentation, to ITT Hartford any and all rights of an insured party under such Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(b) shall be deemed to constitute (or to reflect) an assignment of either of such Company Policies to ITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a).

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Destinations Cognizant or any of its Subsidiaries (including, without limitation, where ITT Destinations Cognizant or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Destinations Cognizant Business or, to the extent any claim is made 35 35 against ITT Destinations Cognizant or any of its Subsidiaries (including, without limitation, where ITT Destinations Cognizant or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries D&B Business or the ITT Hartford ACNielsen Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company Cognizant Shared Policies, ITT Industries D&B shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Destinations Cognizant as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Cognizant Shared Policy, and shall further be deemed 45 45 to assign, without need of further documentation, to ITT Destinations Cognizant any and all rights of an insured party under such Company Cognizant Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(a7.2(a) shall be deemed to constitute (or to reflect) an assignment of the Company Cognizant Shared Policies, or any of them, to ITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a)Cognizant. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Hartford ACNielsen or any of its Subsidiaries (including, without limitation, where ITT Hartford ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Hartford ACNielsen Business or, to the extent any claim is made against ITT Hartford ACNielsen or any of its Subsidiaries (including, without limitation, where ITT Hartford ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries D&B Business or the ITT Destinations Cognizant Business, and which claim, suit, action, pro- 36 36 ceedingproceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company Policy numbered 16 or 17 on Schedule 7.01(a) heretoACNielsen Shared Policies, ITT Industries D&B shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Hartford ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company ACNielsen Shared Policy, and shall further be deemed to assign, without need of further documentation, to ITT Hartford ACNielsen any and all rights of an insured party under such Company ACNielsen Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(b7.2(b) shall be deemed to constitute (or to reflect) an assignment of either of such Company the ACNielsen Shared Policies to ITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a)ACNielsen.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Destinations Cognizant or any of its Subsidiaries (including, without limitation, where ITT Destinations Cognizant or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Destinations Cognizant Business or, to the extent any claim is made 35 35 against ITT Destinations Cognizant or any of its Subsidiaries (including, without limitation, where ITT Destinations Cognizant or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries D&B Business or the ITT Hartford ACNielsen Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company Cognizant Shared Policies, ITT Industries D&B shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Destinations Cognizant as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Cognizant Shared Policy, and shall further be deemed to assign, without need of further documentation, to ITT Destinations Cognizant any and all rights of an insured party under such Company Cognizant Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(a7.2(a) shall be deemed to constitute (or to reflect) an assignment of the Company Cognizant Shared Policies, or any of them, to ITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a)Cognizant. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Hartford ACNielsen or any of its Subsidiaries (including, without limitation, where ITT Hartford ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Hartford ACNielsen Business or, to the extent any claim is made against ITT Hartford ACNielsen or any of its Subsidiaries (including, without limitation, where ITT Hartford ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries D&B Business or the ITT Destinations Cognizant Business, and which claim, suit, action, pro- 36 36 ceedingproceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company Policy numbered 16 or 17 on Schedule 7.01(a) heretoACNielsen Shared Policies, ITT Industries D&B shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Hartford ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company ACNielsen Shared Policy, and shall further be deemed to assign, without need of further documentation, to ITT Hartford ACNielsen any and all rights of an insured party under such Company ACNielsen Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(b7.2(b) shall be deemed to constitute (or to reflect) an assignment of either of such Company the ACNielsen Shared Policies to ITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a)ACNielsen.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Destinations MFCI or any of its Subsidiaries (including, without limitation, where ITT Destinations MFCI or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Destinations Business or, to the extent any claim is made 35 35 against ITT Destinations or any of its Subsidiaries (including, without limitation, where ITT Destinations or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries Business or the ITT Hartford MFCI Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company Policies, ITT Industries RTI shall, at the time such claim is asserted, to the extent any such Company Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Destinations MFCI as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further be deemed to assign, without need of further documentation, to ITT Destinations MFCI any and all rights of an insured party under such Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, -------- ------- that nothing in this Section 7.02(a5.2(a) shall be deemed to constitute (or to reflect) an assignment of the Company Policies, or any of them, to ITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a)MFCI. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Hartford MHCI or any of its Subsidiaries (including, without limitation, where ITT Hartford MHCI or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Hartford Business or, to the extent any claim is made against ITT Hartford or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries Business or the ITT Destinations MHCI Business, and which claim, suit, action, pro- 36 36 ceedingproceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company Policy numbered 16 or 17 on Schedule 7.01(a) heretoPolicies, ITT Industries RTI shall, at the time such claim is asserted, to the extent such Company Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Hartford MHCI as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further be deemed to assign, without need of further documentation, to ITT Hartford MHCI any and all rights of an insured party under such Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, -------- however, that nothing in this Section 7.02(b5.2(b) shall be deemed to constitute (or ------- to reflect) an assignment of either of such Company Policies Policies, or any of them, to ITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a)MHCI.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Destinations Cognizant or any of its Subsidiaries (including, without limitation, where ITT Destinations Cognizant or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Destinations Cognizant Business or, to the extent any claim is made 35 35 against ITT Destinations Cognizant or any of its Subsidiaries (including, without limitation, where ITT Destinations Cognizant or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries D&B Business or the ITT Hartford ACNielsen Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company Cognizant Shared Policies, ITT Industries D&B shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further 43 43 documentation, ITT Destinations Cognizant as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Cognizant Shared Policy, and shall further be deemed to assign, without need of further documentation, to ITT Destinations Cognizant any and all rights of an insured party under such Company Cognizant Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(a7.2(a) shall be deemed to constitute (or to reflect) an assignment of the Company Cognizant Shared Policies, or any of them, to ITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a)Cognizant. (ba) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Hartford ACNielsen or any of its Subsidiaries (including, without limitation, where ITT Hartford ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Hartford ACNielsen Business or, to the extent any claim is made against ITT Hartford ACNielsen or any of its Subsidiaries (including, without limitation, where ITT Hartford ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries D&B Business or the ITT Destinations Cognizant Business, and which claim, suit, action, pro- 36 36 ceedingproceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company Policy numbered 16 or 17 on Schedule 7.01(a) heretoACNielsen Shared Policies, ITT Industries D&B shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Hartford ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company ACNielsen Shared Policy, and shall further be deemed to assign, without need of further documentation, to ITT Hartford ACNielsen any and all rights of an insured party under such Company ACNielsen Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(b7.2(b) shall be deemed to constitute (or to reflect) an assignment of either of such Company the ACNielsen Shared Policies to ITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a)ACNielsen.

Post-Distribution Date Claims. (ai) If, on or subsequent to the Distribution Date, any person shall assert a claim against ITT Destinations Parent or any of its the Parent Subsidiaries (including, without limitation, where ITT Destinations Parent or its any of the Parent Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense Insurable Claim incurred or claimed to have been incurred on or prior to the Distribution Date in or in connection with the conduct of the ITT Destinations Business or, to the extent any claim is made 35 35 against ITT Destinations or any of its Subsidiaries (including, without limitation, where ITT Destinations or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries Business or the ITT Hartford Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense Insurable Claim may arise out of an insured or insurable occurrence under one or more of the Company PoliciesCommon Policies which is also a New Xxxxxxxx Policy, ITT Industries New Xxxxxxxx shall, at the time such claim is asserted, to the extent any such Policy may require requires that any applicable Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Destinations Parent as the agent and attorney-in-in- fact to assert and to collect any related applicable Insurance Proceeds under such Company Common Policy, and shall further be deemed to assign, without need of further documentation, to ITT Destinations Parent any and all rights of an insured party under such Company Common Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(asubsection 3.06(b)(i) -------- ------- shall be deemed to constitute (or to reflect) an assignment of the Company such Common Policies, or any of them, to ITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a)Parent or any Parent Subsidiary. (bii) If, on or subsequent to the Distribution Date, any person shall assert a claim against ITT Hartford New Xxxxxxxx or any of its the New Xxxxxxxx Subsidiaries (including, without limitation, where ITT Hartford New Xxxxxxxx or its any of the New Xxxxxxxx Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense Insurable Claim incurred or claimed to have been incurred on or prior to the Distribution Date in or in connection with the conduct of the ITT Hartford Business or, to the extent any claim is made against ITT Hartford or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries Business or the ITT Destinations Business, and which claim, suit, action, pro- 36 36 ceeding, injury, loss, liability, damage or expense Insurable Claim may arise out of an insured or insurable occurrence under one or more of the Company Policy numbered 16 or 17 on Schedule 7.01(a) heretoCommon Policies which is also a Parent Policy, ITT Industries Parent shall, at the time such claim is asserted, to the extent any such Policy may require requires that any applicable Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Hartford New Xxxxxxxx as the agent and attorney-in-fact to assert and to collect any related applicable Insurance Proceeds under such Company Common Policy, and shall further be deemed to assign, without need of further documentation, to ITT Hartford New Xxxxxxxx any and all rights of an insured party under such Company Common Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(bsubsection 3.06(b)(ii) shall be -------- ------- deemed to constitute (or to reflect) an assignment of either such Common Policies, or any of such Company Policies them, to ITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a)New Xxxxxxxx or any New Xxxxxxxx Subsidiary.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person person, corporation, firm or entity shall assert a claim against ITT Destinations Optimum or any of its Subsidiaries (including, without limitation, where ITT Destinations or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in in, or in connection with with, the conduct of the ITT Destinations Optimum Business or, to the extent any claim is made 35 35 against ITT Destinations Optimum or any of its Subsidiaries (including, without limitation, where ITT Destinations or its Subsidiaries are joint defendants with other persons)Subsidiaries, the conduct of the ITT Industries Business or the ITT Hartford Optimum Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence occurrences or events under one or more of the Company Shared Policies, ITT Industries shall, CWC shall at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Destinations as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further asserted be deemed to assign, without need of further documentation, to ITT Destinations Optimum any and all rights of an insured party under such Company the applicable Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunderinsurer; provided, however, that nothing in this Section 7.02(a) sentence shall be deemed to constitute (or to reflect) an the assignment of the Company Shared Policies, or any of them, to ITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a)Optimum. (b) If, subsequent to the Distribution Date, any person person, corporation, firm or entity shall assert a claim against ITT Hartford CWC or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Hartford Business or, to the extent any claim is made against ITT Hartford or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries Business or the ITT Destinations Business, and which claim, suit, action, pro- 36 36 ceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence occurrences or events under one or more of the Company Policy numbered 16 or 17 on Schedule 7.01(a) heretoShared Policies, ITT Industries shall, Optimum shall at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Hartford as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further asserted be deemed to assign, without need of further documentation, to ITT Hartford CWC any and all rights of an insured party under such Company the applicable Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunderinsurer; provided, however, that nothing in this Section 7.02(b) sentence shall be deemed to constitute (or to reflect) an the assignment of either the Shared Policies, or any of such Company Policies them, to ITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a)CWC.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person person, corporation, firm or entity shall assert a claim against ITT Destinations BlowOut or any of its Subsidiaries (including, without limitation, where ITT Destinations or its Subsidiaries are joint defendants with other persons) a BlowOut Subsidiary with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Destinations BlowOut Business or, to the extent any claim is made 35 35 against ITT Destinations BlowOut or any of its Subsidiaries (including, without limitation, where ITT Destinations or its Subsidiaries are joint defendants with other persons)subsidiaries, the conduct of the ITT Industries Business or the ITT Hartford Rentrak Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence occurrences or events under one or more of the Company Shared Policies, ITT Industries Rentrak shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Destinations as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further be deemed to assign, without need of further documentation, to ITT Destinations BlowOut any and all rights of an insured party under such Company the applicable Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right insurer; provided that notwithstanding such assignment, Rentrak shall retain such rights as an insured party with respect to any applicable Insurance Proceeds thereunder; providedsuch a claim as may be needed to protect Rentrak's interests thereunder with respect thereto, provided further, however, that nothing in this Section 7.02(a) sentence shall be deemed to constitute (or to reflect) an the assignment of the Company Shared Policies, or any of them, to ITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a)BlowOut. (b) If, subsequent to the Distribution Date, any person person, corporation, firm or entity shall assert a claim against ITT Hartford Rentrak or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons) Rentrak Subsidiary with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Hartford Rentrak Business or, to the extent any claim is made against ITT Hartford Rentrak or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons)subsidiaries, the conduct of the ITT Industries Business or the ITT Destinations BlowOut Business, and which claim, suit, action, pro- 36 36 ceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence occurrences or events under one or more of the Company Policy numbered 16 or 17 on Schedule 7.01(a) heretoShared Policies, ITT Industries BlowOut shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Hartford as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further be deemed to assign, without need of further documentation, to ITT Hartford Rentrak any and all rights of an insured party under such Company the applicable Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right insurer; provided that notwithstanding such assignment, BlowOut shall retain such rights as an insured party with respect to any applicable Insurance Proceeds thereunder; providedsuch a claim as may be needed to protect BlowOut's interests thereunder with respect thereto, provided further, however, that nothing in this Section 7.02(b) sentence shall be deemed to constitute (or to reflect) an the assignment of either the Shared Policies, or any of such Company Policies them, to ITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a)Rentrak.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person Person shall assert a claim against ITT Destinations Lanier or any of its Subsidiaries the Lanixx Xxxsidiaries (including, without limitation, including where ITT Destinations or its Subsidiaries Lanixx xx the Lanixx Xxxsidiaries are joint defendants with other personsPersons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Destinations Business Lanixx Xxxiness or, to the extent any claim is made 35 35 against ITT Destinations Lanier or any of its the Lanier Subsidiaries (including, without limitation, including where ITT Destinations or its Subsidiaries Lanixx xx the Lanixx Xxxsidiaries are joint defendants with other personsPersons), the conduct of the ITT Industries Business or the ITT Hartford Business, Harrxx Xxxiness and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company Harrxx Xxxred Policies, ITT Industries shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Destinations as the agent and attorney-in-fact to Harrxx xxxll assert and to collect any related Insurance Proceeds under such Company PolicyHarrxx Xxxred Policy on behalf of Lanixx xxx remit promptly to Lanixx xxx Insurance Proceeds so collected, and shall Harrxx xxxll further be deemed to assign, without need on behalf of further documentation, to ITT Destinations Lanixx xxxert any and all rights of an insured party under such Company Harrxx Xxxred Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(a) 6.2 shall be deemed to constitute (or to reflect) an assignment or transfer of the Company Harrxx Xxxred Policies, or any of them, to ITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a)Lanier. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Hartford or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Hartford Business or, to the extent any claim is made against ITT Hartford or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries Business or the ITT Destinations Business, and which claim, suit, action, pro- 36 36 ceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under the Company Policy numbered 16 or 17 on Schedule 7.01(a) hereto, ITT Industries shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Hartford as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further be deemed to assign, without need of further documentation, to ITT Hartford any and all rights of an insured party under such Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(b) shall be deemed to constitute (or to reflect) an assignment of either of such Company Policies to ITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a).

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person person, corporation, firm or entity shall assert a claim against ITT Destinations Franchising or any of its Subsidiaries (including, without limitation, where ITT Destinations or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in in, or in connection with with, the conduct of the ITT Destinations Franchising Group Business or, to the extent any claim is made 35 35 against ITT Destinations Franchising or any of its Subsidiaries (including, without limitation, where ITT Destinations or its Subsidiaries are joint defendants with other persons)Subsidiaries, the conduct of the ITT Industries Business or the ITT Hartford Franchising Group Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence occurrences or events under one or more of the Company Shared Policies, ITT Industries shall, Choice shall at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Destinations as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further asserted be deemed to assign, without need of further documentation, to ITT Destinations Franchising any and all rights of an insured party under such Company the applicable Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunderinsurer; provided, however, that nothing in this Section 7.02(a) sentence -------- ------- shall be deemed to constitute (or to reflect) an the assignment of the Company Shared Policies, or any of them, to ITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a)Franchising. (b) If, subsequent to the Distribution Date, any person person, corporation, firm or entity shall assert a claim against ITT Hartford Choice or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Hartford Business or, to the extent any claim is made against ITT Hartford or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries Business or the ITT Destinations Business, and which claim, suit, action, pro- 36 36 ceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence occurrences or events under one or more of the Company Policy numbered 16 or 17 on Schedule 7.01(a) heretoShared Policies, ITT Industries shall, Franchising shall at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Hartford as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further asserted be deemed to assign, without need of further documentation, to ITT Hartford Choice any and all rights of an insured party under such Company the applicable Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunderinsurer; provided, however, that nothing in this Section 7.02(b) sentence shall be -------- ------- deemed to constitute (or to reflect) an the assignment of either the Shared Policies, or any of such Company Policies them, to ITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a)Choice.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Destinations Spinco or any member of its Subsidiaries the Spinco Group (including, without limitation, including where ITT Destinations Spinco or its Subsidiaries are any member of the Spinco Group is a joint defendants defendant with any person other personsthan a member of the Company Group) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in in, or in connection with with, the conduct of the ITT Destinations Spinco Business or, to the extent any claim is made 35 35 against ITT Destinations Spinco or any member of its Subsidiaries the Spinco Group (includingincluding where any member of the Spinco Group is a joint defendant with any person other than a member of the Company Group), without limitationin, where ITT Destinations or its Subsidiaries are joint defendants with other persons)in connection with, the conduct of the ITT Industries Business or the ITT Hartford Company Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company Shared Policies, ITT Industries the Company shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, named insured be deemed to designate, without need of further documentation, ITT Destinations Spinco as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Shared Policy, and shall further be deemed to assign, without need of further documentation, to ITT Destinations Spinco any and all rights of an insured party under such Company Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(a) 9.02 shall be deemed to constitute (or to reflect) an assignment of the Company Shared Policies, or any of them, to ITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a)Spinco. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ITT Hartford or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ITT Hartford Business or, to the extent any claim is made against ITT Hartford or any of its Subsidiaries (including, without limitation, where ITT Hartford or its Subsidiaries are joint defendants with other persons), the conduct of the ITT Industries Business or the ITT Destinations Business, and which claim, suit, action, pro- 36 36 ceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under the Company Policy numbered 16 or 17 on Schedule 7.01(a) hereto, ITT Industries shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ITT Hartford as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further be deemed to assign, without need of further documentation, to ITT Hartford any and all rights of an insured party under such Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.02(b) shall be deemed to constitute (or to reflect) an assignment of either of such Company Policies to ITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a).