Rights Under Policies. From and after the Time of Distribution, Washington and the Washington Subsidiaries will have no rights with respect to any Policies, except that (i) Washington will have the right to assert claims (and Conexant will use commercially reasonable efforts to assist Washington in asserting claims) for any loss, liability or damage with respect to the Washington Assets or Washington Liabilities under Policies with third-party insurers which are "occurrence basis" insurance policies ("Occurrence Basis Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (ii) Washington will have the right to continue to prosecute claims with respect to Washington Assets or Washington Liabilities properly asserted with an insurer prior to the Time of Distribution (and Conexant will use commercially reasonable efforts to assist Washington in connection therewith) under Policies with third-party insurers which are insurance policies written on a "claims made" basis ("Claims Made Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, provided, that in the case of both clauses (i) and (ii) above, (A) all of Conexant's and each Conexant Subsidiary's reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by Washington, (B) Conexant and the Conexant Subsidiaries may, at any time, without liability or obligation to Washington or any Washington Subsidiary (other than as set forth in Section 5.01(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (C) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of Conexant, any Conexant Subsidiary or any Affiliate of Conexant or any Conexant Subsidiary in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limits. Conexant's obligation to use commercially reasonable efforts to assist Washington in asserting claims under applicable Policies will include using commercially reasonable efforts in assisting Washington to establish its right to coverage under such Policies (so long as all of Conexant's reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by Washington). None of Conexant or the Conexant Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington and the Washington Subsidiaries for incidents occurring prior to the Time of Distribution but which are asserted with the insurance carrier after the Time of Distribution.
Appears in 4 contracts
Samples: Contribution and Distribution Agreement (Conexant Systems Inc), Contribution and Distribution Agreement (Conexant Systems Inc), Contribution and Distribution Agreement (Skyworks Solutions Inc)
Rights Under Policies. From Notwithstanding any other provision of this Agreement, from and after the Time Separation Date, none of Distribution, Washington and Red Lion nor any other member of the Washington Subsidiaries Red Lion Group will have no any rights whatsoever with respect to any Policies, except that (i) Washington will have the right to assert claims (and Conexant will Navy will, if requested by Red Lion, use commercially reasonable efforts to assist Washington in asserting claims) assert, on behalf of Red Lion, claims for any loss, liability or damage with respect solely to the Washington Red Lion Assets or Washington Red Lion Liabilities under Policies with third-party insurers or SOL Insurance Ltd. which are "“occurrence basis" ” insurance policies ("“Occurrence Basis Policies"”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Separation Date to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow allow, and (ii) Washington will have the right Navy will, if requested by Red Lion, use commercially reasonable efforts to continue to prosecute prosecute, on behalf of Red Lion, claims with respect solely to Washington Red Lion Assets or Washington Red Lion Liabilities properly asserted with an insurer prior to the Time of Distribution (and Conexant will use commercially reasonable efforts to assist Washington in connection therewith) Separation Date under Policies with third-party insurers which are insurance policies written on a "“claims made" ” basis ("“Claims Made Policies"”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Separation Date to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, provided, ; provided that in the case of both clauses (i) and (ii) above, (A) all of Conexant's Navy’s and each Conexant Subsidiary's reasonable out-of-pocket member of the Navy Group’s costs and expenses incurred in connection with the foregoing are promptly paid by WashingtonRed Lion, (B) Conexant Navy and the Conexant Subsidiaries Navy Group may, at any time, without liability Liability or obligation to Washington Red Lion or any Washington Subsidiary member of the Red Lion Group (other than as set forth in Section 5.01(c4.7(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall will be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (C) any such claims claim will be subject to (all of the terms and recovery thereon will be reduced by conditions of the amount of) any applicable deductibles, retentions or self-insurance provisions, Policy and (D) such claims will be subject Red Lion promptly pays to (and recovery thereon will be reduced by the amount of) Navy any payment or reimbursement obligations of Conexant, any Conexant Subsidiary or any Affiliate of Conexant or any Conexant Subsidiary in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limits. Conexant's obligation to use commercially reasonable efforts to assist Washington in asserting claims under applicable Policies will include using commercially reasonable efforts in assisting Washington to establish its right to coverage under such Policies (so long as all of Conexant's reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by Washington). None of Conexant or the Conexant Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington and the Washington Subsidiaries for incidents occurring prior to the Time of Distribution but which are asserted with the insurance carrier after the Time of Distributiondeductible.
Appears in 3 contracts
Samples: Separation Agreement (Nabors Industries LTD), Merger Agreement (C&J Energy Services, Inc.), Separation Agreement (C&J Energy Services, Inc.)
Rights Under Policies. From Notwithstanding any other provision of this Agreement, from and after the Time of DistributionDistribution Date, Washington Spinco and the Washington Spinco Subsidiaries will have no rights with respect to any Policies, except that (i) Washington will have the right to Spinco may assert claims (claims, and Conexant Verizon will use commercially its reasonable best efforts to assist Washington Spinco in asserting claims) , for any loss, liability or damage with respect to the Washington Spinco Assets or Washington Spinco Liabilities under Policies with third-party insurers which are "“occurrence basis" ” insurance policies ("“Occurrence Basis Policies"”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Date to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (ii) Washington Spinco may continue to prosecute, and Verizon will have the right use reasonable best efforts to assist Spinco to continue to prosecute prosecute, claims with respect to Washington Spinco Assets or Washington Spinco Liabilities properly asserted with an insurer prior to the Time of Distribution (and Conexant will use commercially reasonable efforts to assist Washington in connection therewith) Date under Policies with third-party insurers which are under insurance policies written on a "“claims made" ” basis ("“Claims Made Policies") arising ”), providing that such claims arise out of insured incidents occurring wrongful acts alleged to have occurred from the date coverage thereunder first commenced until the Time of Distribution Date to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, provided, that in the case of both clauses (i) and (ii) permit Verizon to provide such assistance to Spinco. Should Verizon provide such assistance to Spinco as contemplated above, ; (A) all of Conexant's Verizon’s and each Conexant Verizon Subsidiary's ’s reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are must be promptly paid by WashingtonSpinco, (B) Conexant Verizon and the Conexant Verizon Subsidiaries may, at any timewith thirty (30) days prior notice, without liability or obligation to Washington Spinco or any Washington Subsidiary (other than as set forth in Section 5.01(c))Spinco Subsidiary, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), and (C) any such claims claim will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of Conexant, any Conexant Subsidiary or any Affiliate of Conexant or any Conexant Subsidiary in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limits. Conexant's obligation to use commercially reasonable efforts to assist Washington in asserting claims under applicable Policies will include using commercially reasonable efforts in assisting Washington to establish its right to coverage under such Policies (so long as all of Conexant's reasonable out-of-pocket costs the terms and expenses in connection therewith are promptly paid by Washington). None conditions of Conexant or the Conexant Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any applicable Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington and the Washington Subsidiaries for incidents occurring prior to the Time of Distribution but which are asserted with the insurance carrier after the Time of Distribution.
Appears in 3 contracts
Samples: Distribution Agreement (Verizon Communications Inc), Distribution Agreement (Idearc Inc.), Distribution Agreement (Idearc Inc.)
Rights Under Policies. From and after the Time of DistributionClosing, Washington and the Washington Subsidiaries Purchaser will have no rights with respect to any Policies, except that (i) Washington Purchaser will have the right to assert claims (and Conexant Seller will use commercially reasonable efforts to assist Washington Purchaser in asserting claims) for any loss, liability or damage with respect to the Washington Assets or Washington Liabilities under Policies with third-party insurers which are "occurrence basis" insurance policies ("Occurrence Basis Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Closing to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (ii) Washington Purchaser will have the right to continue to prosecute claims with respect to Washington the Assets or Washington Liabilities properly asserted with an insurer prior to the Time of Distribution Closing (and Conexant Seller will use commercially reasonable efforts to assist Washington Purchaser in connection therewith) under Policies with third-party insurers which are insurance policies written on a "claims made" basis ("Claims Made Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Closing to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, provided, that in the case of both clauses (i) and (ii) above, (A) all of Conexant's and each Conexant SubsidiarySeller's reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by WashingtonPurchaser, (B) Conexant and the Conexant Subsidiaries Seller may, at any time, without liability or obligation to Washington or any Washington Subsidiary Purchaser (other than as set forth in Section 5.01(c5.5(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (C) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of ConexantSeller, any Conexant Subsidiary of Seller's Subsidiaries or any Affiliate of Conexant Seller or any Conexant Subsidiary of Seller's Subsidiaries in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limits. ConexantSeller's obligation to use commercially reasonable efforts to assist Washington Purchaser in asserting claims under applicable Policies will include using commercially reasonable efforts in assisting Washington Purchaser to establish its right to coverage under such Policies (so long as all of ConexantSeller's reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by WashingtonPurchaser). None of Conexant Seller or the Conexant Seller's Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington and the Washington Subsidiaries Purchaser for incidents occurring prior to the Time of Distribution Closing but which are asserted with the insurance carrier after the Time of DistributionClosing.
Appears in 2 contracts
Samples: Mexican Asset Purchase Agreement (Skyworks Solutions Inc), Mexican Asset Purchase Agreement (Conexant Systems Inc)
Rights Under Policies. From and after the Time of DistributionClosing, Washington and the Washington Subsidiaries Purchaser will have no rights with respect to any Policies, except that (i) Washington Purchaser will have the right to assert claims (and Conexant Seller will use commercially reasonable efforts to assist Washington Purchaser in asserting claims) for any loss, liability or damage with respect to the Washington Assets or Washington Liabilities under Policies with third-party insurers which are "occurrence basis" insurance policies ("Occurrence Basis Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Closing to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (ii) Washington Purchaser will have the right to continue to prosecute claims with respect to Washington the Assets or Washington Liabilities properly asserted with an insurer prior to the Time of Distribution Closing (and Conexant Seller will use commercially reasonable efforts to assist Washington Purchaser in connection therewith) under Policies with third-party insurers which are insurance policies written on a "claims made" basis ("Claims Made Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Closing to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, provided, that in the case of both clauses (i) and (ii) above, (A) all of Conexant's and each Conexant SubsidiarySeller's reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by WashingtonPurchaser, (B) Conexant and the Conexant Subsidiaries Seller may, at any time, without liability or obligation to Washington or any Washington Subsidiary Purchaser (other than as set forth in Section 5.01(c5.7(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (C) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of ConexantSeller, any Conexant Subsidiary of Seller's Subsidiaries or any Affiliate of Conexant Seller or any Conexant Subsidiary of Seller's Subsidiaries in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limits. ConexantSeller's obligation to use commercially reasonable efforts to assist Washington Purchaser in asserting claims under applicable Policies will include using commercially reasonable efforts in assisting Washington Purchaser to establish its right to coverage under such Policies (so long as all of ConexantSeller's reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by WashingtonPurchaser). None of Conexant Seller or the Conexant Seller's Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington and the Washington Subsidiaries Purchaser for incidents occurring prior to the Time of Distribution Closing but which are asserted with the insurance carrier after the Time of DistributionClosing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Alpha Industries Inc), Asset Purchase Agreement (Conexant Systems Inc)
Rights Under Policies. From and after the Time of DistributionClosing, Washington Purchaser and the Washington Subsidiaries Maquiladora will have no rights with respect to any Policies, except that (i) Washington Purchaser will have the right to assert claims (and Conexant Seller will use commercially reasonable efforts to assist Washington Purchaser in asserting claims) for any loss, liability or damage with respect to the Washington Assets or Washington Liabilities the assets of Maquiladora under Policies with third-party insurers which are "occurrence basis" insurance policies ("Occurrence Basis Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Closing to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (ii) Washington Purchaser will have the right to continue to prosecute claims with respect to Washington the Assets or Washington Liabilities the assets of Maquiladora properly asserted with an insurer prior to the Time of Distribution Closing (and Conexant Seller will use commercially reasonable efforts to assist Washington Purchaser in connection therewith) under Policies with third-party insurers which are insurance policies written on a "claims made" basis ("Claims Made Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Closing to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, provided, that in the case of both clauses (i) and (ii) above, (A) all of Conexant's and each Conexant SubsidiarySeller's reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by WashingtonPurchaser, (B) Conexant and the Conexant Subsidiaries Seller may, at any time, without liability or obligation to Washington or any Washington Subsidiary Purchaser (other than as set forth in Section 5.01(c5.9(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (C) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of ConexantSeller, any Conexant Subsidiary of Seller's Subsidiaries or any Affiliate of Conexant Seller or any Conexant Subsidiary of Seller's Subsidiaries in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limits. ConexantSeller's obligation to use commercially reasonable efforts to assist Washington Purchaser in asserting claims under applicable Policies will include using commercially reasonable efforts in assisting Washington Purchaser to establish its right to coverage under such Policies (so long as all of ConexantSeller's reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by WashingtonPurchaser). None of Conexant Seller or the Conexant Seller's Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington and the Washington Subsidiaries Purchaser for incidents occurring prior to the Time of Distribution Closing but which are asserted with the insurance carrier after the Time of DistributionClosing.
Appears in 2 contracts
Samples: Mexican Stock and Asset Purchase Agreement (Conexant Systems Inc), Mexican Stock and Asset Purchase Agreement (Alpha Industries Inc)
Rights Under Policies. From and after the Time of DistributionClosing, Washington Purchaser and the Washington Subsidiaries Maquiladora will have no rights with respect to any Policies, except that (i) Washington Purchaser will have the right to assert claims (and Conexant Seller will use commercially reasonable efforts to assist Washington Purchaser in asserting claims) for any loss, liability or damage with respect to the Washington Assets or Washington Liabilities assets of Maquiladora under Policies with third-party insurers which are "occurrence basis" insurance policies ("Occurrence Basis Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Closing to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (ii) Washington Purchaser will have the right to continue to prosecute claims with respect to Washington Assets or Washington Liabilities the assets of Maquiladora properly asserted with an insurer prior to the Time of Distribution Closing (and Conexant Seller will use commercially reasonable efforts to assist Washington Purchaser in connection therewith) under Policies with third-party insurers which are insurance policies written on a "claims made" basis ("Claims Made Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Closing to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, provided, that in the case of both clauses (i) and (ii) above, (A) all of Conexant's and each Conexant SubsidiarySeller's reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by WashingtonPurchaser, (B) Conexant and the Conexant Subsidiaries Seller may, at any time, without liability or obligation to Washington or any Washington Subsidiary Purchaser (other than as set forth in Section 5.01(c5.9(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (C) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of ConexantSeller, any Conexant Subsidiary of Seller's Subsidiaries or any Affiliate of Conexant Seller or any Conexant Subsidiary of Seller's Subsidiaries in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limits. ConexantSeller's obligation to use commercially reasonable efforts to assist Washington Purchaser in asserting claims under applicable Policies will include using commercially reasonable efforts in assisting Washington Purchaser to establish its right to coverage under such Policies (so long as all of ConexantSeller's reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by WashingtonPurchaser). None of Conexant Seller or the Conexant Seller's Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington and the Washington Subsidiaries Purchaser for incidents occurring prior to the Time of Distribution Closing but which are asserted with the insurance carrier after the Time of DistributionClosing.
Appears in 2 contracts
Samples: Mexican Stock Purchase Agreement (Skyworks Solutions Inc), Mexican Stock Purchase Agreement (Conexant Systems Inc)
Rights Under Policies. From and after the Time of DistributionClosing, Washington and the Washington Subsidiaries Purchaser will have no rights with respect to any Policies, except that (i) Washington Purchaser will have the right to assert claims (and Conexant Seller will use commercially reasonable efforts to assist Washington Purchaser in asserting claims) for any loss, liability or damage with respect to the Washington Assets or Washington Liabilities under Policies with third-party insurers which are "occurrence basis" insurance policies ("Occurrence Basis Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Closing to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (ii) Washington Purchaser will have the right to continue to prosecute claims with respect to Washington the Assets or Washington Liabilities properly asserted with an insurer prior to the Time of Distribution Closing (and Conexant Seller will use commercially reasonable efforts to assist Washington Purchaser in connection therewith) under Policies with third-party insurers which are insurance policies written on a "claims made" basis ("Claims Made Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Closing to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, providedPROVIDED, that in the case of both clauses (i) and (ii) above, (A) all of Conexant's and each Conexant SubsidiarySeller's reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by WashingtonPurchaser, (B) Conexant and the Conexant Subsidiaries Seller may, at any time, without liability or obligation to Washington or any Washington Subsidiary Purchaser (other than as set forth in Section 5.01(c5.7(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (C) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of ConexantSeller, any Conexant Subsidiary of Seller's Subsidiaries or any Affiliate of Conexant Seller or any Conexant Subsidiary of Seller's Subsidiaries in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limits. ConexantSeller's obligation to use commercially reasonable efforts to assist Washington Purchaser in asserting claims under applicable Policies will include using commercially reasonable efforts in assisting Washington Purchaser to establish its right to coverage under such Policies (so long as all of ConexantSeller's reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by WashingtonPurchaser). None of Conexant Seller or the Conexant Seller's Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington and the Washington Subsidiaries Purchaser for incidents occurring prior to the Time of Distribution Closing but which are asserted with the insurance carrier after the Time of DistributionClosing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Conexant Systems Inc), Asset Purchase Agreement (Skyworks Solutions Inc)
Rights Under Policies. From Notwithstanding any other provision of this Agreement, from and after the Time of DistributionDistribution Date, Washington Spinco and the Washington Spinco Subsidiaries will have no rights with respect to any Policies, except that (i) Washington will have the right to assert claims (and Conexant HP Co. will use commercially reasonable efforts to assist Washington Spinco in asserting claims) claims for any loss, liability or damage with respect to the Washington Spinco Assets or Washington Spinco Liabilities under Policies with third-party insurers which are "occurrence basis" insurance policies ("Occurrence Basis Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Date to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (ii) Washington HP Co. will have the right use commercially reasonable efforts to assist Spinco to continue to prosecute claims with respect to Washington Spinco Assets or Washington Spinco Liabilities properly asserted with an insurer prior to the Time of Distribution (and Conexant will use commercially reasonable efforts to assist Washington in connection therewith) Date under Policies with third-party insurers which are insurance policies written on a "claims made" basis ("Claims Made Policies") arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Date to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, ; provided, that in the case of both clauses (i) and (ii) above, (A) all of ConexantHP Co.'s and each Conexant HP Co. Subsidiary's reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by WashingtonSpinco, (B) Conexant HP Co. and the Conexant HP Co. Subsidiaries may, at any time, without liability or obligation to Washington Spinco or any Washington Spinco Subsidiary (other than as set forth in Section 5.01(c6.6(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), and (C) any such claims claim will be subject to (all of the terms and recovery thereon will be reduced by conditions of the amount of) any applicable deductibles, retentions or self-insurance provisions, (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of Conexant, any Conexant Subsidiary or any Affiliate of Conexant or any Conexant Subsidiary in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limitsPolicy. ConexantHP Co.'s obligation to use commercially reasonable efforts to assist Washington Spinco in asserting claims under applicable Policies will include using commercially reasonable efforts in assisting Washington Spinco to establish its right to coverage under such Policies (so long as all of ConexantHP Co.'s reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by WashingtonSpinco). None In the event that the terms and conditions of Conexant any Policy do not allow Spinco the right to assert or the Conexant Subsidiaries will bear any Liability for the failure of an insurer prosecute a claim as set forth in clause (i) or (ii) above, then in such case, HP Co. shall use commercially reasonable efforts to pay any pursue such claim under any Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington such Policy and the Washington Subsidiaries for incidents occurring prior to the Time Spinco shall promptly pay all of Distribution but which are asserted with the insurance carrier after the Time of DistributionHP Co.'s and each HP Co. Subsidiary's reasonable costs and expenses incurred in connection therewith.
Appears in 1 contract
Rights Under Policies. From Notwithstanding any other provision of this Agreement, from and after the Time of DistributionDistribution Date, Washington Spinco and the Washington Spinco Subsidiaries will have no rights with respect to any Policies, except that (i) Washington will have the right to Spinco may assert claims (claims, and Conexant AT Co. will use commercially its reasonable best efforts to assist Washington Spinco in asserting claims) , for any loss, liability or damage with respect to the Washington Spinco Assets or Washington Spinco Liabilities under Policies with third-party insurers which are "“occurrence basis" ” insurance policies ("“Occurrence Basis Policies"”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Date to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (ii) Washington Spinco may continue to prosecute, and AT Co. will have the right use reasonable best efforts to assist Spinco to continue to prosecute prosecute, claims with respect to Washington Spinco Assets or Washington Spinco Liabilities properly asserted with an insurer prior to the Time of Distribution (and Conexant will use commercially reasonable efforts to assist Washington in connection therewith) Date under Policies with third-party insurers which are insurance policies written on a "“claims made" ” basis ("“Claims Made Policies"”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Date to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, ; provided, that in the case of both clauses (i) and (ii) above, (A) all of Conexant's AT Co.’s and each Conexant AT Co. Subsidiary's ’s reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by WashingtonSpinco, (B) Conexant AT Co. and the Conexant AT Co. Subsidiaries may, at any time, without liability or obligation to Washington Spinco or any Washington Spinco Subsidiary (other than as set forth in Section 5.01(c8.6(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), and (C) any such claims claim will be subject to (all of the terms and recovery thereon will be reduced by conditions of the amount of) any applicable deductibles, retentions or self-insurance provisions, (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of Conexant, any Conexant Subsidiary or any Affiliate of Conexant or any Conexant Subsidiary in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limitsPolicy. Conexant's AT Co.’s obligation to use commercially its reasonable best efforts to assist Washington Spinco in asserting claims under applicable Policies will include using commercially reasonable best efforts in assisting Washington Spinco to establish its right to coverage under such Policies (so long as all of Conexant's AT Co.’s reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by WashingtonSpinco). None In the event that the terms and conditions of Conexant any Policy do not allow Spinco the right to assert or the Conexant Subsidiaries will bear any Liability for the failure of an insurer prosecute a claim as set forth in clause (i) or (ii) above, then in such case, AT Co. shall use its reasonable best efforts to pay any pursue such claim under any Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington such Policy and the Washington Subsidiaries for incidents occurring prior to the Time Spinco shall promptly pay all of Distribution but which are asserted with the insurance carrier after the Time of DistributionAT Co.’s and each AT Co. Subsidiary’s reasonable costs and expenses incurred in connection therewith.
Appears in 1 contract
Samples: Distribution Agreement (Alltel Corp)
Rights Under Policies. From Notwithstanding any other provision of this Agreement, from and after the Time of DistributionDistribution Date, Washington the Surviving Entity and the Washington Spinco Subsidiaries will have no rights with respect to any Policies, except that (i) Washington will have the right to assert claims (and Conexant Quanex will use commercially reasonable efforts to assist Washington the Surviving Entity in asserting claims) claims for any loss, liability or damage with respect solely to the Washington Spinco Assets or Washington Spinco Liabilities under Policies with third-party insurers which are "“occurrence basis" ” insurance policies ("“Occurrence Basis Policies"”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Date to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (ii) Washington Quanex will have use commercially reasonable efforts to assist the right Surviving Entity to continue to prosecute claims with respect solely to Washington Spinco Assets or Washington Spinco Liabilities properly asserted with an insurer prior to the Time of Distribution (and Conexant will use commercially reasonable efforts to assist Washington in connection therewith) Date under Policies with third-party insurers which are insurance policies written on a "“claims made" ” basis ("“Claims Made Policies"”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Date to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, ; provided, that in the case of both clauses (i) and (ii) above, (A) all of Conexant's Quanex’s and each Conexant Quanex Subsidiary's ’s reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by Washingtonthe Surviving Entity, (B) Conexant Quanex and the Conexant Quanex Subsidiaries may, at any time, without liability Liability or obligation to Washington the Surviving Entity or any Washington Spinco Subsidiary (other than as set forth in Section 5.01(c5.6(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), and (C) any such claims claim will be subject to (all of the terms and recovery thereon will be reduced by conditions of the amount of) any applicable deductibles, retentions or self-insurance provisions, (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of Conexant, any Conexant Subsidiary or any Affiliate of Conexant or any Conexant Subsidiary in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limitsPolicy. Conexant's Quanex’s obligation to use commercially reasonable efforts to assist Washington the Surviving Entity in asserting claims under applicable Policies will include using commercially reasonable efforts in assisting Washington the Surviving Entity to establish its right to coverage under such Policies (so long as all of Conexant's Quanex’s reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by WashingtonSpinco). None In the event that the terms and conditions of Conexant any Policy do not allow the Surviving Entity the right to assert or the Conexant Subsidiaries will bear any Liability for the failure of an insurer prosecute a claim as set forth in clause (i) or (ii) above, then in such case, Quanex shall use commercially reasonable efforts to pay any pursue such claim under any Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington such Policy and the Washington Subsidiaries for incidents occurring prior to the Time Surviving Entity shall promptly pay all of Distribution but which are asserted with the insurance carrier after the Time of DistributionQuanex’s and each Quanex Subsidiary’s reasonable costs and expenses incurred in connection therewith.
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Samples: Distribution Agreement (Quanex Corp)
Rights Under Policies. From and after the Time of DistributionContribution Time, Washington MusicCo, the MusicCo Subsidiaries and the Washington Subsidiaries LandCo will have no rights with respect to any Policies, except that (i) Washington MusicCo or LandCo will have the right to assert claims (and Conexant Company will use commercially reasonable efforts to assist Washington MusicCo or LandCo in asserting claims) for any loss, liability or damage with respect to the Washington MusicCo Assets or Washington MusicCo Liabilities or the LandCo Assets or LandCo Liabilities, respectively, under (A) Policies with third-party insurers which are "“occurrence basis" ” insurance policies ("“Occurrence Basis Policies"”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Contribution Time of Distribution to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (B) the policies providing Tail Coverage (the “Tail Policies”) for incidents covered under such policies, and (ii) Washington MusicCo or LandCo will have the right to continue to prosecute claims with respect to Washington MusicCo Assets or Washington MusicCo Liabilities or the LandCo Assets or LandCo Liabilities, respectively, properly asserted with an insurer prior to the Contribution Time of Distribution (and Conexant the Company will use commercially reasonable efforts to assist Washington MusicCo or LandCo in connection therewith) under Policies with third-party insurers which are insurance policies written on a "“claims made" ” basis ("“Claims Made Policies"”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Contribution Time of Distribution to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, provided, that that, in the case of both clauses (i) and (ii) above, (A) all of Conexant's the Company’s and each Conexant Oregon Subsidiary's ’s reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by WashingtonMusicCo or LandCo, as applicable, (B) Conexant the Company and the Conexant Oregon Subsidiaries may, at any time, but subject to Section 7.01(c), without liability or obligation to Washington MusicCo, any MusicCo Subsidiary or any Washington Subsidiary LandCo (other than as set forth in Section 5.01(c7.01(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (C) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of Conexantthe Company, any Conexant Oregon Subsidiary or any Affiliate of Conexant the Company or any Conexant Oregon Subsidiary in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limits. Conexant's The Company’s obligation to use commercially reasonable efforts to assist Washington MusicCo or LandCo in asserting claims under applicable Policies will include using commercially reasonable efforts in assisting Washington MusicCo or LandCo, as applicable, to establish its right to coverage under such Policies (so long as all of Conexant's the Company’s reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by WashingtonMusicCo or LandCo). None Other than in connection with a breach of Conexant Section 7.01(c), none of the Company or the Conexant Oregon Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington and MusicCo, the Washington MusicCo Subsidiaries or LandCo for incidents occurring prior to the Contribution Time of Distribution but which are asserted with the insurance carrier after the Time of DistributionContribution Time.
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Samples: Contribution and Purchase Agreement (Sycamore Networks Inc)
Rights Under Policies. From Notwithstanding any other provision of this Agreement, from and after the Time Business Transfer Date, none of Distribution, Washington and Spinco nor any other member of the Washington Subsidiaries Spinco Group will have no any rights whatsoever with respect to any Policies, except that (i) Washington will have the right to assert claims (and Conexant will Parent will, if requested by Spinco, use commercially reasonable efforts to assist Washington in asserting claims) assert, on behalf of Spinco, claims for any loss, liability or damage with respect solely to the Washington Spinco Assets or Washington Spinco Liabilities under Policies with third-party insurers which are "“occurrence basis" ” insurance policies ("“Occurrence Basis Policies"”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Business Transfer Date to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow allow, and (ii) Washington will have the right Parent will, if requested by Spinco, use commercially reasonable efforts to continue to prosecute prosecute, on behalf of Spinco, claims with respect solely to Washington Spinco Assets or Washington Spinco Liabilities properly asserted with an insurer prior to the Time of Distribution (and Conexant will use commercially reasonable efforts to assist Washington in connection therewith) Business Transfer Date under Policies with third-party insurers which are insurance policies written on a "“claims made" ” basis ("“Claims Made Policies"”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Business Transfer Date to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, provided, ; provided that in the case of both clauses (i) and (ii) above, (A) all of Conexant's Parent’s and each Conexant Subsidiary's reasonable out-of-pocket member of the Parent Group’s costs and expenses incurred in connection with the foregoing are promptly paid by WashingtonSpinco, (B) Conexant Parent and the Conexant Subsidiaries Parent Group may, at any time, without liability Liability or obligation to Washington Spinco or any Washington Subsidiary member of the Spinco Group (other than as set forth in Section 5.01(c5.7(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall will be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (C) any such claims claim will be subject to (all of the terms and recovery thereon will be reduced by conditions of the amount of) any applicable deductibles, retentions or self-insurance provisions, Policy and (D) such claims will be subject Spinco promptly pays to (and recovery thereon will be reduced by the amount of) Parent any payment or reimbursement obligations of Conexant, any Conexant Subsidiary or any Affiliate of Conexant or any Conexant Subsidiary in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limits. Conexant's obligation to use commercially reasonable efforts to assist Washington in asserting claims under applicable Policies will include using commercially reasonable efforts in assisting Washington to establish its right to coverage under such Policies (so long as all of Conexant's reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by Washington). None of Conexant or the Conexant Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington and the Washington Subsidiaries for incidents occurring prior to the Time of Distribution but which are asserted with the insurance carrier after the Time of Distributiondeductible.
Appears in 1 contract
Rights Under Policies. From Notwithstanding any other provision of this Agreement, from and after the Time of DistributionDistribution Date, Washington Spinco and the Washington Spinco Subsidiaries will have no rights with respect to any Policies, except that (i) Washington will have the right to assert claims (and Conexant Forest will use commercially reasonable efforts to assist Washington Spinco in asserting claims) claims for any loss, liability or damage with respect to the Washington Spinco Assets or Washington Spinco Liabilities under Policies with third-party insurers which are "“occurrence basis" ” insurance policies ("“Occurrence Basis Policies"”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Date to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (ii) Washington Forest will have the right use commercially reasonable efforts to assist Spinco to continue to prosecute claims with respect to Washington Spinco Assets or Washington Spinco Liabilities properly asserted with an insurer prior to the Time of Distribution (and Conexant will use commercially reasonable efforts to assist Washington in connection therewith) Date under Policies with third-party insurers which are insurance policies written on a "“claims made" ” basis ("“Claims Made Policies"”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Date to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow, ; provided, that in the case of both clauses (i) and (ii) above, ,
(A) all of Conexant's Forest’s and each Conexant Forest Subsidiary's ’s reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by WashingtonSpinco, (B) Conexant Forest and the Conexant Forest Subsidiaries may, at any time, without liability or obligation to Washington Spinco or any Washington Spinco Subsidiary (other than as set forth in Section 5.01(c6.6(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), and (C) any such claims claim will be subject to (all of the terms and recovery thereon will be reduced by conditions of the amount of) any applicable deductibles, retentions or self-insurance provisions, (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of Conexant, any Conexant Subsidiary or any Affiliate of Conexant or any Conexant Subsidiary in respect thereof and (E) such claims will be subject to exhaustion of existing aggregate limitsPolicy. Conexant's Forest’s obligation to use commercially reasonable efforts to assist Washington Spinco in asserting claims under applicable Policies will include using commercially reasonable efforts in assisting Washington Spinco to establish its right to coverage under such Policies (so long as all of Conexant's Forest’s reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by WashingtonSpinco). None In the event that the terms and conditions of Conexant any Policy do not allow Spinco the right to assert or the Conexant Subsidiaries will bear any Liability for the failure of an insurer prosecute a claim as set forth in clause (i) or (ii) above, then in such case, Forest shall use commercially reasonable efforts to pay any pursue such claim under any Policy. It is understood that any Claims Made Policies will not provide any coverage to Washington such Policy and the Washington Subsidiaries for incidents occurring prior to the Time Spinco shall promptly pay all of Distribution but which are asserted with the insurance carrier after the Time of DistributionForest’s and each Forest Subsidiary’s reasonable costs and expenses incurred in connection therewith.
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