Common use of Prior Coverage Clause in Contracts

Prior Coverage. (i) With respect to Litigation or other liabilities against a Party and its Representatives (such Party, an “Exposed Entity”) that are or may be, in the reasonable judgment of the Principal that is affiliated with such Exposed Entity, covered by insurance policies held by an unaffiliated Party or by indemnification otherwise available to an unaffiliated Party (a “Covered Entity”) in respect of periods prior to the Distribution Date (“Prior Coverage”), such Exposed Entity may pursue, or, to the extent possible, such Covered Entity shall be authorized to pursue, claims in respect of such Litigation or other liabilities on behalf of the Exposed Entity in the amounts and in accordance with the terms of such Prior Coverage, provided that such claims relate to matters that arose on or prior to the Distribution Date. Each Principal affiliated with a Covered Entity agrees that it will not, and will not permit any affiliate (including any Covered Entity) to, terminate any Prior Coverage without the other Principal’s consent. Promptly upon receipt of the proceeds of any such Prior Coverage resulting from such claims, the Covered Entity shall cause such proceeds to be paid to the Exposed Entity; provided that the amount of such proceeds paid by the Covered Entity to the Exposed Entity shall be, without duplication, (i) reduced by the amount of any fees and expenses reasonably incurred, or incurred with the Exposed Entity’s written consent, by the Covered Entity in pursuit of such claims, (ii) adjusted in good faith by the Covered Entity to reflect the present value of any increased fees and expenses associated with continuing to maintain the policy or indemnity from which the Prior Coverage arises that is attributable to the pursuit of such claim and (iii) adjusted in good faith by the Covered Entity to reflect any likely benefit to the Covered Entity attributable to the pursuit of such claim including, without limitation, any estimated benefits associated with the satisfaction of a deductible under any policy or indemnity providing the Prior Coverage.