Post-Effective Time Claims Clause Samples
The "Post-Effective Time Claims" clause defines the rules and procedures for making claims or seeking remedies after a specific effective date, typically following the closing of a transaction. In practice, this clause outlines the time frame during which parties can bring claims related to breaches of representations, warranties, or covenants that are discovered after the agreement becomes effective. For example, it may specify that claims must be made within a certain number of months or years after closing. The core function of this clause is to provide certainty and limit ongoing liability by establishing clear deadlines for post-closing claims, thereby protecting both parties from indefinite exposure to potential disputes.
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Post-Effective Time Claims. Subject to Section 9.6, if, subsequent to the Effective Time, any person shall assert a claim against Ultra or any of its Subsidiaries (including where Ultra 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 Effective Time in or in connection with the conduct of the Ultra Business or, to the extent any claim is made against Ultra or any of its Subsidiaries (including where Ultra or its Subsidiaries are joint defendants with other persons), the conduct of the Delta 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, Delta shall, at the time such claim is asserted, be deemed to designate, without need of further documentation, Ultra 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 confer, without need of further documentation, but subject to Section 9.10, upon Ultra 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 9.2 shall be deemed to constitute (or to reflect) an assignment of the Company Policies, or any of them, to Ultra.
Post-Effective Time Claims. (a) If, subsequent to the Effective Time, any Person shall assert a claim against Facet or its Affiliates with respect to any injury, loss, Liability, damage or expense incurred or claimed to have been incurred prior to the Effective Time, including claims related to the Facet Business, or in connection with the Distribution, and such injury, loss, Liability, damage or expense may have or has arisen out of insured or insurable occurrences, claims or events under one or more of the PDL Pre-Distribution Policies, PDL shall at the time such claim is asserted (except to the extent inconsistent with Section 4.1 and to the extent allowable under the PDL Pre-Distribution Policies) be deemed to assign, without need of further documentation, to Facet or its Affiliates, any and all rights of an insured party under the applicable PDL Pre-Distribution Policy with respect to such asserted claim, including rights of indemnity and the right to be defended by or at the expense of the insurer; provided, however, that nothing in this Section 4.2 shall be deemed to constitute (or to reflect) the assignment of the PDL Pre-Distribution Policies, or any of them, to Facet.
(b) In the event that any PDL Pre-Distribution Policy does not allow such assignment of a claim to Facet or its Affiliates, at Facet’s sole option, cost and expense, claims for coverage of insured Facet Liabilities shall be tendered by PDL as necessary to invoke the benefit of the PDL Pre-Distribution Policies. If such insurers do not promptly acknowledge insurance coverage in connection with such insured Facet Liabilities, then, with respect to such insured Facet Liabilities, Facet, on an as-incurred basis (i) shall advance all amounts expended by PDL, incurred at the request of Facet, for or with respect to such insured Facet Liabilities, including all costs and expenses in connection with the defense and settlement and in satisfaction of any judgment incurred, and amounts sufficient to cover any Liabilities required to be paid by PDL or its Subsidiaries, and (ii) shall pay all costs incurred in connection with pursuing and recovering Insurance Proceeds with respect to the insured Facet Liabilities, but only to the extent so requested by Facet, which shall be entitled to direct such recovery efforts. Any payments made to PDL or its Subsidiaries by Facet or the Facet Subsidiaries on account of such insured Facet Liabilities shall be deemed to be advances pursuant to this Section 4.2. Facet and the Facet Subsi...
Post-Effective Time Claims. If, subsequent to the Effective Time, any person shall assert a claim against ▇▇▇▇▇▇▇ Electronics or any of its Subsidiaries (including where ▇▇▇▇▇▇▇ Electronics 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 Effective Time in or in connection with the conduct of the ▇▇▇▇▇▇▇ Electronics Business or, to the extent any claim is made against ▇▇▇▇▇▇▇ Electronics or any of its Subsidiaries (including where ▇▇▇▇▇▇▇ Electronics or its Subsidiaries are joint defendants with other persons), the conduct of the Retained 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, ▇▇▇▇▇▇▇ International shall, at the time such claim is asserted, be deemed to designate, without need of further documentation, ▇▇▇▇▇▇▇ Electronics 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 confer, without need of further documentation, but subject to Section 9.12, upon ▇▇▇▇▇▇▇ Electronics 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 9.5 shall be deemed to constitute (or to reflect) an assignment of the Company Policies, or any of them, to ▇▇▇▇▇▇▇ Electronics.
Post-Effective Time Claims. If, subsequent to the Effective Time, any Person shall assert a claim against Linn or any of its Subsidiaries (including where Linn 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 Effective Time in or in connection with the conduct of the Roan 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 Policies, Linn may act on behalf of all insured parties to assert and manage all claims and to collect any related Insurance Proceeds on behalf of all insured parties under such Policy. Linn shall have any and all rights of an insured party under such Policy including asserting claims and with respect to such asserted claim, be entitled to 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. Linn shall be responsible for bearing the full amount of the deductible and/or any claims, costs and expenses that are not covered under such insurance policies including that portion of any premium adjustments, tax assessment or similar regulatory surcharges, that relates to the claims the subject of this Section 9.2 and Linn shall promptly reimburse SpinCo for any increases in premiums as a result of Linn’s collection of any Insurance Proceeds.
Post-Effective Time Claims. Subject to Section 10.6, if, subsequent to the Effective Time, any person shall assert a claim against Computer Sciences GS or any of its Subsidiaries (including where Computer Sciences GS 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 Effective Time in or in connection with the conduct of the Computer Sciences GS Business or, to the extent any claim is made against Computer Sciences GS or any of its Subsidiaries (including where Computer Sciences GS or its Subsidiaries are joint defendants with other persons), the conduct of the CSC 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, CSC shall, at the time such claim is asserted, be deemed to designate, without need of further documentation, Computer Sciences GS 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 confer, without need of further documentation, but subject to Section 10.10, upon Computer Sciences GS 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 10.2 shall be deemed to constitute (or to reflect) an assignment of the Company Policies, or any of them, to Computer Sciences GS.
Post-Effective Time Claims. If, subsequent to the Effective Time, any Person shall assert a claim against CPLG or any of its Subsidiaries (including where CPLG 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 Effective Time in or in connection with the conduct of the Separated Real Estate 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 Policies, CPLG may act on behalf of all insured parties to assert and manage all claims and to collect any related Insurance Proceeds on behalf of all insured parties under such Policy. CPLG shall have any and all rights of an insured party under such Policy including asserting claims and with respect to such asserted claim, be entitled to 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. CPLG shall be responsible for bearing the full amount of the deductible and/or any claims, costs and expenses that are not covered under such insurance policies including that portion of any premium adjustments, tax assessment or similar regulatory surcharges, that relates to the claims the subject of this Section 9.2 and CPLG shall promptly reimburse LQ Parent for any increases in premiums as a result of CPLG’s collection of any Insurance Proceeds.
Post-Effective Time Claims. (a) If, subsequent to the Effective Time, any Person shall assert a claim against PK or any of its Subsidiaries (including where PK 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 Effective Time 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 (including where PK or its Subsidiaries are joint defendants with other persons), the conduct of the HLT Retained Business or the Timeshare 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, HLT shall act on behalf of all insured parties to assert and manage all claims and to collect any related Insurance Proceeds on behalf of all insured parties under such Company Policy. PK, as an additionally insured party, shall have any and all rights of an additionally insured party under such Company Policy including asserting claims and with respect to such asserted claim, be entitled to 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 10.2(a) shall be deemed to constitute (or to reflect) an assignment of the Company Policies, or any of them, to PK nor be deemed to override existing policy terms and conditions.
(b) If, subsequent to the Effective Time, any person shall assert a claim against HGV or any of its Subsidiaries (including where HGV 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 Effective Time 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 (including where HGV or its Subsidiaries are joint defendants with other persons), the conduct of the HLT Retained Business or the Ownership 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, HLT shall act on behalf of all insured parties to assert and manage all ...
Post-Effective Time Claims. If, subsequent to the Effective Time, 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.