Common use of Post-Distribution Date Claims Clause in Contracts

Post-Distribution Date Claims. If, subsequent to the Distribution Date, any Person shall assert a claim against SpinCo or any of the SpinCo Subsidiaries (including where SpinCo or the SpinCo 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 Effective Time 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 (including where SpinCo or the SpinCo Subsidiaries are joint defendants with other Persons), the conduct of the Parent Business or the ownership of the Parent Assets, 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 Parent Shared Policies, Parent shall assert and collect any related Insurance Proceeds under such Parent Shared Policy on behalf of SpinCo and remit promptly to SpinCo any Insurance Proceeds so collected, and Parent shall further on behalf of SpinCo assert any and all rights of an insured party under such Parent 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. The parties hereby acknowledge and agree that nothing herein shall limit SpinCo's right to assert directly and collect any related Insurance Proceeds under any Parent Shared Policy and that, should SpinCo become liable for any Parent Liabilities covered by any Parent Shared Policy or any Parent Policy, SpinCo shall have the right to assert directly and collect any related Insurance Proceeds under any such Parent Shared Policy or Parent Policy.

Post-Distribution Date Claims. If, subsequent to the Distribution Date, any Person shall assert a claim against SpinCo or any of the SpinCo Subsidiaries (including where SpinCo or the SpinCo 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 Effective Time 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 (including where SpinCo or the SpinCo Subsidiaries are joint defendants with other Persons), the conduct of the Parent Business or the ownership of the Parent Assets, 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 Parent Shared Policies, Parent shall assert and collect any related Insurance Proceeds under such Parent Shared Policy on behalf of SpinCo and remit promptly to SpinCo any Insurance Proceeds so collected, and Parent shall further on behalf of SpinCo assert any and all rights of an insured party under such Parent 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. The parties hereby acknowledge and agree that nothing herein shall limit SpinCo's ’s right to assert directly and collect any related Insurance Proceeds under any Parent Shared Policy and that, should SpinCo become liable for any Parent Liabilities covered by any Parent Shared Policy or any Parent Policy, SpinCo shall have the right to assert directly and collect any related Insurance Proceeds under any such Parent Shared Policy or Parent Policy.

Post-Distribution Date Claims. If, subsequent to the Distribution DateEffective Time, any Person shall assert a claim against SpinCo or any member of the SpinCo Subsidiaries TSYS Group (including where SpinCo a member of the TSYS Group is a joint defendant with any other person or the SpinCo Subsidiaries are joint defendants with other Personsentity) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Effective Time in or in connection with the conduct of the SpinCo Business TSYS Business, or the ownership of the SpinCo Assets or, to the extent any claim is made against SpinCo or any member of the SpinCo Subsidiaries TSYS Group (including where SpinCo a member of the TSYS Group is a joint defendant with any other person or the SpinCo Subsidiaries are joint defendants with other Persons), entity) regarding the conduct of the Parent Business or the ownership of the Parent AssetsSynovus Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise arises out of an insured or insurable occurrence under one or more of the Parent Shared Policies, Parent Synovus shall assert assist TSYS in asserting such claim and collect assist TSYS in the collection of any related Insurance Proceeds under such Parent Shared Policy on behalf of SpinCo the member of the TSYS Group and remit promptly to SpinCo TSYS any Insurance Proceeds so collected, and Parent Synovus shall further on behalf of SpinCo TSYS assert any and all rights of an insured party under such Parent 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. The parties Parties hereby acknowledge and agree that nothing herein shall limit SpinCo's TSYS’s right to assert such claims directly and collect any related Insurance Proceeds under any Parent Shared Policy and that, should SpinCo TSYS become liable for any Parent Synovus Liabilities covered by any Parent Shared Policy or any Parent Synovus Policy, SpinCo TSYS shall have the right to assert such claims directly and collect any related Insurance Proceeds under any such Parent Shared Policy or Parent Synovus Policy. Except as otherwise contemplated by the Distribution Agreement, this Agreement or any Ancillary Agreement, after the Effective Time, neither Synovus nor TSYS shall (nor any member of their respective Group), without the consent of the other, provide any Shared Policy insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of the Synovus Group or the TSYS Group thereunder. However, nothing in this Section 2.3 shall (A) preclude any member of the Synovus Group or the TSYS Group that are insured under the Shared Policies from presenting any claim or from exhausting any policy limit or (B) require Synovus or TSYS (or any member of their respective Group) to renew, extend or continue any policy in force.