Common use of Post-Distribution Insurance Claims Administration Clause in Contracts

Post-Distribution Insurance Claims Administration. TSC and its Subsidiaries shall have the primary right, responsibility and authority for claims administration and financial administration of claims that relate to or affect the TSC Policies. Upon notification by eLoyalty or one of its Subsidiaries or Affiliates of a claim relating to eLoyalty or a Subsidiary or Affiliate thereof under one or more of the TSC Policies, TSC shall cooperate with eLoyalty in asserting and pursuing coverage and payment for such claim by the appropriate insurance carrier(s). In asserting and pursuing such coverage and payment, TSC shall have sole power and authority to make binding decisions, determinations, commitments and stipulations on its own behalf and on behalf of eLoyalty and its Subsidiaries and Affiliates, which decisions, determinations, commitments and stipulations shall be final and conclusive if reasonably made to maximize the overall economic benefit of the TSC Policies. eLoyalty and its Subsidiaries and Affiliates shall assume responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges (collectively, "Insurance Charges") whenever arising, which shall become due and payable under the terms and conditions of any applicable TSC Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of eLoyalty or any of its Subsidiaries or Affiliates, whether the same relate to the period prior to, on or after the Distribution Date. To the extent that the terms of any applicable TSC Policy provide that TSC or any of its Subsidiaries shall have an obligation to pay or guarantee the payment of any Insurance Charges relating to eLoyalty or any of its Subsidiaries, TSC shall be entitled to demand that eLoyalty make such payment directly to the Person or entity entitled thereto. In connection with any such demand, TSC shall submit to eLoyalty a copy of any invoice received by TSC pertaining to such Insurance Charges together with appropriate supporting documentation, to the extent available. In the event that eLoyalty fails to pay any such Insurance Charges when due and payable, whether at the request of the Person entitled to payment or upon demand by TSC, TSC and its Subsidiaries may (but shall not be required to) pay such insurance charges for and on behalf of eLoyalty and, thereafter, eLoyalty shall forthwith reimburse TSC for such payment. Subject to the other provisions of this Article X, the retention by TSC of the TSC Policies and the responsibility for claims administration and financial administration of such policies are in no way intended to limit, inhibit or preclude any right of eLoyalty, TSC or any other insured to insurance coverage for any Insured Claims under the TSC Policies.

Post-Distribution Insurance Claims Administration. TSC and its Subsidiaries shall have the primary right, responsibility and authority for claims administration and financial administration of claims that relate to or affect the TSC Policies. Upon notification by eLoyalty TCM or one of its Subsidiaries or Affiliates of a claim relating to eLoyalty TCM or a Subsidiary or Affiliate thereof one of its Subsidiaries under one or more of the TSC Xxxx Policies, TSC Xxxx shall cooperate with eLoyalty TCM in asserting and pursuing coverage and payment for such claim by the appropriate insurance carrier(s). In asserting and pursuing such coverage and payment, TSC Xxxx and TCM shall have sole power and authority to jointly make binding all decisions, determinations, commitments and stipulations concerning any such claims on its own behalf and on behalf of eLoyalty TCM and its Subsidiaries and AffiliatesSubsidiaries, which decisions, determinations, commitments and stipulations shall be final and conclusive if reasonably made to maximize the overall economic benefit of the TSC Xxxx Policies. eLoyalty TCM and its Subsidiaries and Affiliates shall assume responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges (collectively, "Insurance Charges") whenever arising, which shall become due and payable under the terms and conditions of any applicable TSC Xxxx Policy in respect of any liabilities, losses, claims, actions claims made by TCM or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of eLoyalty or any one of its Subsidiaries or Affiliatesunder the Xxxx Policies, whether the same relate to the period prior to, on on, or after the Distribution Date. To the extent that the terms of any applicable TSC Xxxx Policy provide that TSC Xxxx or any of its Subsidiaries shall have an obligation to pay or guarantee the payment of any Insurance Charges relating to eLoyalty TCM or any of its Subsidiaries, TSC Xxxx shall be entitled to demand that eLoyalty TCM make such payment directly to the Person or entity entitled thereto. In connection with any such demand, TSC Xxxx shall submit to eLoyalty TCM a copy of any invoice received by TSC Xxxx pertaining to such Insurance Charges together with appropriate supporting documentation, to the extent available. In the event that eLoyalty TCM fails to pay any such Insurance Charges when due and payable, whether at the request of the Person entitled to payment or upon demand by TSCGray, TSC Gray and its Subsidiaries may (but shall not be required to) pay such insurance charges Insurance Charges for and on behalf of eLoyalty TCM and, thereafter, eLoyalty TCM shall forthwith reimburse TSC Xxxx for such payment. Subject to the other provisions of this Article XSection 5, the retention by TSC Xxxx of the TSC Xxxx Policies and the responsibility for claims administration and financial administration of such policies are in no way intended to limit, inhibit or preclude any right of eLoyaltyTCM, TSC Xxxx or any other insured to insurance coverage for any Insured Claims insured claims under the TSC Xxxx Policies.

Post-Distribution Insurance Claims Administration. TSC VIGC and its Subsidiaries shall have the primary right, responsibility responsibility, and authority for claims administration and financial administration of claims that relate to or affect the TSC VIGC Policies. Upon notification by eLoyalty VYGP or one of its Subsidiaries or Affiliates of a claim relating to eLoyalty VYGP or a Subsidiary or Affiliate thereof under one or more of the TSC VIGC Policies, TSC VIGC shall cooperate with eLoyalty VYGP in asserting and pursuing coverage and payment for such claim by the appropriate insurance carrier(s). In asserting and pursuing such coverage and payment, TSC VIGC shall have sole power and authority to make binding decisions, determinations, commitments and stipulations on its own behalf and on behalf of eLoyalty VYGP and its Subsidiaries and Affiliates, which decisions, determinations, commitments and stipulations shall be final and conclusive if reasonably made to maximize the overall economic benefit of the TSC VIGC Policies. eLoyalty VYGP and its Subsidiaries and Affiliates shall assume responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges (collectively, "Insurance Charges") whenever arising, which shall become due and payable under the terms and conditions of any applicable TSC VIGC Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of eLoyalty VYGP or any of its Subsidiaries or Affiliates, whether the same relate to the period prior to, on or after the Distribution Date. To the extent that the terms of any applicable TSC VIGC Policy provide that TSC VIGC or any of its Subsidiaries shall have an obligation to pay or guarantee the payment of any Insurance Charges relating to eLoyalty VYGP or any of its Subsidiaries, TSC VIGC shall be entitled to demand that eLoyalty VYGP make such payment directly to the Person or entity entitled thereto. In connection with any such demand, TSC VIGC shall submit to eLoyalty VYGP a copy of any invoice received by TSC VIGC pertaining to such Insurance Charges together with appropriate supporting documentation, to the extent available. In the event that eLoyalty VYGP fails to pay any such Insurance Charges when due and payable, whether at the request of the Person entitled to payment or upon demand by TSCVIGC, TSC VIGC and its Subsidiaries may (but shall not be required to) pay such insurance charges for and on behalf of eLoyalty VYGP and, thereafter, eLoyalty VYGP shall forthwith reimburse TSC VIGC for such payment. Subject to the other provisions of this Article X, the retention by TSC VIGC of the TSC VIGC Policies and the responsibility for claims administration and financial administration of such policies are in no way intended to limit, inhibit or preclude any right of eLoyaltyVYGP, TSC VIGC or any other insured to insurance coverage for any Insured Claims under the TSC VIGC Policies.

Post-Distribution Insurance Claims Administration. TSC and its Subsidiaries shall have the primary right, responsibility and authority for claims administration and financial administration of claims that relate to or affect the TSC Policies. Upon notification by eLoyalty TCM or one of its Subsidiaries or Affiliates of a claim relating to eLoyalty TCM or a Subsidiary or Affiliate thereof one of its Subsidiaries under one or more of the TSC Gray Policies, TSC Gray shall cooperate with eLoyalty TCM in asserting and pursuing coverage pursuinx xxverage and payment xxxxent for such claim by the appropriate insurance carrier(s). In asserting and pursuing such coverage and payment, TSC Gray and TCM shall have sole power and authority to jointly make binding all decisions, determinations, commitments commitxxxxs and stipulations concerning any such claims on its own behalf and on behalf of eLoyalty TCM and its Subsidiaries and AffiliatesSubsidiaries, which decisions, determinations, commitments and stipulations shall be final and conclusive if reasonably made to maximize the overall economic benefit of the TSC Gray Policies. eLoyalty TCM and its Subsidiaries and Affiliates shall assume responsibility forfxx, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges (collectively, "Insurance Charges") whenever arising, which shall become due and payable under the terms and conditions of any applicable TSC Gray Policy in respect of any liabilities, losses, claims, actions claims made by TCM or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of eLoyalty or any one of its Subsidiaries or AffiliatesSubsidxxxxes under the Gray Policies, whether the same relate to the period prior to, on on, or after xxxer the Distribution Date. To the extent that the terms of any applicable TSC Gray Policy provide that TSC Gray or any of its Subsidiaries shall have an obligation ax xxligation to pay or guarantee guxxxxtee the payment of any Insurance Charges relating to eLoyalty TCM or any of its Subsidiaries, TSC Gray shall be entitled to demand that eLoyalty TCM make such payment directly to the xx xhe Person or entity entitled thereto. In connection with any such demand, TSC Gray shall submit to eLoyalty TCM a copy of any invoice received by TSC pertaining Gray pertaxxxxg to such Insurance Charges together with appropriate supporting sxxxxrting documentation, to the extent available. In the event that eLoyalty TCM fails to pay any such Insurance Charges when due and payable, whether at the request of the Person entitled to payment or upon demand by TSCGray, TSC Gray and its Subsidiaries may (but shall not be required to) pay such insurance charges Insurance Charges for and on behalf of eLoyalty TCM and, thereafter, eLoyalty TCM shall forthwith reimburse TSC Gray for such payment. Subject to the other provisions of this Article XSectiox 0, the retention by TSC Gray of the TSC Gray Policies and the responsibility for claims administration administrxxxxn and financial fixxxxial administration of such policies are in no way intended to limit, inhibit or preclude any right of eLoyaltyTCM, TSC Gray or any other insured to insurance coverage for any Insured Claims under insured claimx xxder the TSC Gray Policies.

Post-Distribution Insurance Claims Administration. TSC Aon and its Subsidiaries shall have the primary right, responsibility and authority for claims administration and financial administration of claims that relate to or affect the TSC Aon Policies. Upon notification by eLoyalty Combined Specialty or one of its Subsidiaries or Affiliates of a claim relating to eLoyalty Combined Specialty or a Subsidiary or Affiliate thereof under one or more of the TSC Aon Policies, TSC Aon shall cooperate with eLoyalty Combined Specialty in asserting and pursuing coverage and payment for such claim by the appropriate insurance carrier(s). In asserting and pursuing such coverage and payment, TSC Aon shall have sole power and authority to make binding decisions, determinations, commitments and stipulations on its own behalf and on behalf of eLoyalty Combined Specialty and its Subsidiaries and Affiliates, which decisions, determinations, commitments and stipulations shall be final and conclusive if reasonably made to maximize the overall economic benefit of the TSC Aon Policies. eLoyalty Combined Specialty and its Subsidiaries and Affiliates shall assume responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges (collectively, "Insurance ChargesINSURANCE CHARGES") whenever arising, which shall become due and payable under the terms and conditions of any applicable TSC Aon Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of eLoyalty Combined Specialty or any of its Subsidiaries or Affiliates, whether the same relate to the period prior to, on or after the Distribution Date. To the extent that the terms of any applicable TSC Aon Policy provide that TSC Aon or any of its Subsidiaries shall have an obligation to pay or guarantee the payment of any Insurance Charges relating to eLoyalty Combined Specialty or any of its Subsidiaries, TSC Aon shall be entitled to demand that eLoyalty Combined Specialty make such payment directly to the Person or entity entitled thereto. In connection with any such demand, TSC Aon shall submit to eLoyalty Combined Specialty a copy of any invoice received by TSC Aon pertaining to such Insurance Charges together with appropriate supporting documentation, to the extent available. In the event that eLoyalty Combined Specialty fails to pay any such Insurance Charges when due and payable, whether at the request of the Person entitled to payment or upon demand by TSCAon, TSC Aon and its Subsidiaries may (but shall not be required to) pay such insurance charges for and on behalf of eLoyalty Combined Specialty and, thereafter, eLoyalty Combined Specialty shall forthwith reimburse TSC Aon for such payment. Subject to the other provisions of this Article XARTICLE VIII, the retention by TSC Aon of the TSC Aon Policies and the responsibility for claims administration and financial administration of such policies are in no way intended to limit, inhibit or preclude any 33 right of eLoyaltyCombined Specialty, TSC Aon or any other insured to insurance coverage for any Insured Claims under the TSC Aon Policies. The provisions of this SECTION 8.6 regarding claims administration and financial administration relating to the Aon Policies are not intended to limit the ability of either Party to exercise its rights with respect to the defense of any Third Party Claim pursuant to SECTION 10.6.

Post-Distribution Insurance Claims Administration. TSC and its ------------------------------------------------- Subsidiaries shall have the primary right, responsibility and authority for claims administration and financial administration of claims that relate to or affect the TSC Policies. Upon notification by eLoyalty or one of its Subsidiaries or Affiliates of a claim relating to eLoyalty or a Subsidiary or Affiliate thereof under one or more of the TSC Policies, TSC shall cooperate with eLoyalty in asserting and pursuing coverage and payment for such claim by the appropriate insurance carrier(s). In asserting and pursuing such coverage and payment, TSC shall have sole power and authority to make binding decisions, determinations, commitments and stipulations on its own behalf and on behalf of eLoyalty and its Subsidiaries and Affiliates, which decisions, determinations, commitments and stipulations shall be final and conclusive if reasonably made to maximize the overall economic benefit of the TSC Policies. eLoyalty and its Subsidiaries and Affiliates shall assume responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges (collectively, "Insurance Charges") whenever ----------------- arising, which shall become due and payable under the terms and conditions of any applicable TSC Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of eLoyalty or any of its Subsidiaries or Affiliates, whether the same relate to the period prior to, on or after the Distribution Date. To the extent that the terms of any applicable TSC Policy provide that TSC or any of its Subsidiaries shall have an obligation to pay or guarantee the payment of any Insurance Charges relating to eLoyalty or any of its Subsidiaries, TSC shall be entitled to demand that eLoyalty make such payment directly to the Person or entity entitled thereto. In connection with any such demand, TSC shall submit to eLoyalty a copy of any invoice received by TSC pertaining to such Insurance Charges together with appropriate supporting documentation, to the extent available. In the event that eLoyalty fails to pay any such Insurance Charges when due and payable, whether at the request of the Person entitled to payment or upon demand by TSC, TSC and its Subsidiaries may (but shall not be required to) pay such insurance charges for and on behalf of eLoyalty and, thereafter, eLoyalty shall forthwith reimburse TSC for such payment. Subject to the other provisions of this Article X, the retention by --------- TSC of the TSC Policies and the responsibility for claims administration and financial administration of such policies are in no way intended to limit, inhibit or preclude any right of eLoyalty, TSC or any other insured to insurance coverage for any Insured Claims under the TSC Policies.