Common use of Rights Under Shared Policies Clause in Contracts

Rights Under Shared Policies. (a) At and after the Distribution Time: (i) Xxxxxx USA and the other members of the Xxxxxx USA Group will have the right to assert and prosecute and/or continue to prosecute claims for any Losses with respect to the Xxxxxx USA Business under Xxxxxx Oil Policies that cover any member of the Xxxxxx USA Group and/or any or all of the Xxxxxx USA Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party insurers that are “occurrence based” insurance policies (such Shared Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow and (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group will have the right to continue to prosecute claims with respect to the Xxxxxx USA Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time 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 clauses (i) and (ii), (A) subject to Section 4.04(c), the Xxxxxx Oil Group may, at any time, without liability or obligation to the Xxxxxx USA Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); (B) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions which require a payment by a member of the Xxxxxx Oil Group in respect thereof, Xxxxxx USA shall reimburse such member of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claim; (C) Xxxxxx USA shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (D) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d). (b) Xxxxxx Oil will use reasonable efforts to assist Xxxxxx USA in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Group will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time. (c) In the event that after the Distribution Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At and after the Distribution Effective Time: (i) Xxxxxx USA and subject to the other members provisions of the Xxxxxx USA Group Section 9.4(d), (A) Xxxxxxx Electronics will have the right to assert and prosecute and/or continue to prosecute claims for any Losses injuries, losses, liabilities, damages and expenses with respect to the Xxxxxx USA Xxxxxxx Electronics Business and the Xxxxxxx Electronics Assets under Xxxxxx Oil Company Policies that cover any member of the Xxxxxx USA Group and/or any or all of the Xxxxxx USA Business within the definition of the named insuredprovide coverage for such injuries, additional named insuredlosses, additional insured or insured liabilities, damages and expenses (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (collectively the “Xxxxxxx Electronics Shared Policies”) with insurers that are “occurrence-based” insurance policies (“Occurrence-Based Policies”) and (B) Xxxxxxx International will have the right to assert and/or continue to prosecute claims for any injuries, losses, liabilities, damages and expenses with respect to the Retained Business and the Retained Assets under Company Policies that provide coverage for such injuries, losses, liabilities, damages and expenses (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (collectively with the Xxxxxxx Electronics Shared Policies, the “Shared Policies”) with Third Party insurers that are “occurrence based” insurance policies (such Shared Policies, “Occurrence Occurrence-Based Policies”) Policies arising out of insured occurrences occurring events commencing from the date of coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Occurrence-Based Policies and agreements relating thereto so allow allow; and (ii) Xxxxxx USA and subject to the other members provisions of the Xxxxxx USA Group Section 9.4(d), (A) Xxxxxxx Electronics will have the right to assert and/or continue to prosecute claims for any injuries, losses, liabilities, damages and expenses with respect to the Xxxxxx USA Xxxxxxx Electronics Business and the Xxxxxxx Electronics Assets under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims claims-made” basis (such Shared Policies, “Claims Claims-Made Policies”) and (B) Xxxxxxx International will have the right to assert and/or continue to prosecute claims for any injuries, losses, liabilities, damages and expenses with respect to the Retained Business and the Retained Assets under Shared Policies with insurers that are Claims-Made Policies arising out of insured incidents occurring events commencing from the date of coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Claims Claims-Made Policies and agreements relating thereto so allow; provided that in . (b) For those claims asserted and/or prosecuted by Xxxxxxx Electronics or Xxxxxxx International, as applicable, under either the case of clauses Occurrence-Based Policies or the Claims-Made Policies: (i) and all of the Xxxxxxx International Group’s or the Xxxxxxx Electronics Group’s, as applicable, reasonable out of pocket expenses incurred in connection with their efforts to assist the other Party in asserting or continuing to prosecute the claims described in Section 9.4(c) will be promptly paid by Xxxxxxx Electronics or Xxxxxxx International, as applicable, following receipt of an invoice for such expenses; (ii), (A) subject to Section 4.04(c), the Xxxxxx Oil Group may, at any time, without liability or obligation to the Xxxxxx USA Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modificationsmodifications of the Shared Policies subject to Section 9.4(d); (Biii) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions deductibles or self-insurance provisionsinsured retentions, and, with respect to any such deductibles, retentions deductibles or self-insurance provisions insured retentions which require a payment by a member of the Xxxxxx Oil Xxxxxxx International Group or Xxxxxxx Electronics Group, as applicable, in respect thereof, Xxxxxx USA Xxxxxxx Electronics or Xxxxxxx International, as applicable, shall reimburse such member of the Xxxxxx Oil Xxxxxxx International Group or Xxxxxxx Electronics Group, as applicable, for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claimpayment; (Civ) Xxxxxx USA Xxxxxxx Electronics or Xxxxxxx International, as applicable, shall be responsible for and shall pay any reasonable out of pocket expenses for claims handling expenses or residual Liability arising from such claims claims; and (Dv) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in accordance with Section 4.04(d9.4(e). (bc) Xxxxxx Oil Xxxxxxx International and Xxxxxxx Electronics, as applicable, will use commercially reasonable efforts to assist Xxxxxx USA the other Party in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx USA Xxxxxxx Electronics or Xxxxxxx International, as applicable, in writing (so long as all of the Xxxxxx Oil Group’s out-of-reasonable out of pocket expenses of the Xxxxxxx International Group or the Xxxxxxx Electronics Group, as applicable, in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expensesXxxxxxx Electronics or Xxxxxxx International, as applicable, in accordance with Section 9.4(b)), but Xxxxxx Oil Xxxxxxx International or Xxxxxxx Electronics, as applicable, will not otherwise be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USAXxxxxxx Electronics or Xxxxxxx International, as applicable. No member of either the Xxxxxx Oil Xxxxxxx International Group or the Xxxxxxx Electronics Group, as applicable, will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Claims-Made Policies may not provide any coverage to the Xxxxxx USA members of the Xxxxxxx Electronics Group or the Xxxxxxx International Group, as applicable, for incidents occurring prior to the Distribution Effective Time but that are asserted with the insurance carrier after the Distribution Effective Time. (cd) In the event that after the Distribution Effective Time Xxxxxx Oil either Party proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, Policies under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group Party has or may in the future have rights to assert claims pursuant to this Article 4 IX in a manner that would reasonably be expected to adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any member of the other members of Xxxxxxx Electronics Group or the Xxxxxx USA Xxxxxxx International Group, as applicable, in any material respect, (i) Xxxxxx Oil willXxxxxxx International or Xxxxxxx Electronics, if such proposed action would be material to as applicable, will give the Xxxxxx USA Group, give Xxxxxx USA other Party prior notice thereof and consult with Xxxxxx USA such Party with respect to such action and action, (ii) Xxxxxx Oil Xxxxxxx International or Xxxxxxx Electronics, as applicable, will not take such action without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed, and (iii) Xxxxxxx International or Xxxxxxx Electronics, as applicable, will pay to Xxxxxx USA the other Party its equitable share (as reasonably determined which shall be mutually agreed upon by Xxxxxx OilXxxxxxx International and Xxxxxxx Electronics, acting reasonably), if any, of any net proceeds actually received by Xxxxxx Oil Xxxxxxx International or Xxxxxxx Electronics, as applicable, from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil Xxxxxxx International or Xxxxxxx Electronics, as applicable (after deducting Xxxxxx Oilsuch Party’s out-of-reasonable out of pocket expenses incurred in connection with such action). (de) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, Xxxxxxx International and any member of the Xxxxxx USA Group, on the other handXxxxxxx Electronics, the insurance proceeds Insurance Proceeds available under such Shared Policy shall be paid to Xxxxxx Oil Xxxxxxx International and/or Xxxxxx USA, as applicable, Xxxxxxx Electronics on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, Xxxxxxx International and any member of the Xxxxxx USA Group, on the other hand, files Xxxxxxx Electronics file Related Claims under any Shared Policy, each of Xxxxxx Oil Xxxxxxx International and Xxxxxx USA Xxxxxxx Electronics shall receive a pro rata amount of the available insurance proceedsInsurance Proceeds, based on the relationship the Loss injury, loss, liability, damage and expense incurred by each such party Party bears to the total Loss to injury, loss, liability, damage and expense incurred by both such parties Parties from the occurrence or event underlying the Related Claims. (ef) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Xxxxxxx International Group or the Xxxxxxx Electronics Group, as applicable, have any liability or obligation whatsoever to any member of the Xxxxxx USA Xxxxxxx Electronics Group or Xxxxxxx International Group, as applicable, if any Shared Policy is terminated or otherwise ceases to be in effect for any reasonreason (other than a termination in breach of Section 9.4(d)), is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Xxxxxxx Electronics Group or Xxxxxxx International Group, as applicable, for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At Subject to any arrangement or agreement between Cabinets and any current Fortune Brands insurance carrier for coverage beginning as of the Effective Time, from and after the Distribution Effective Time: , the Cabinets Parties will have no rights with respect to any Policies, except that (i) Xxxxxx USA and the other members of the Xxxxxx USA Group Cabinets will have the right to assert claims (and prosecute and/or continue Fortune Brands will use commercially reasonable efforts to prosecute assist Cabinets in asserting claims if so requested by Cabinets in writing) for any Losses loss, liability or damage with respect to the Xxxxxx USA Cabinets Business or the Purchased Cabinets Assets under Xxxxxx Oil Policies that cover include any member of the Xxxxxx USA Group and/or Cabinets Party or any or all of the Xxxxxx USA Cabinets Business or the Purchased Cabinets Assets within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party third-party insurers that which are “occurrence basedbasis” insurance policies (such Shared Policies, “Occurrence Based Basis Policies”) arising out of insured occurrences incidents occurring from the date coverage thereunder first commenced until the Distribution Effective Time to the extent that the terms and conditions of any such Occurrence Based Basis Policies and agreements relating thereto so allow and allow, (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group Cabinets will have the right to continue to prosecute claims with respect to the Xxxxxx USA Cabinets Business properly asserted under Occurrence Basis Policies prior to the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow (and Fortune Brands will use commercially reasonable efforts to assist Cabinets in asserting claims if so requested by Cabinets in writing) and (iii) Cabinets will have the right to continue to prosecute claims with respect to the Cabinets Business or the Purchased Cabinets Assets properly asserted with the insurer prior to the Effective Time (and Fortune Brands will use commercially reasonable efforts to assist Cabinets in asserting claims if so requested by Cabinets in writing) under Shared Policies with Third Party third-party insurers that which are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Effective Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided provided, however, that in the case of clauses (i), (ii) and (iiiii), (Aiv) all of the Fortune Brands Parties’ reasonable and documented Out-of-Pocket Expenses incurred in connection with their efforts to assist Cabinets in asserting or continuing to prosecute the claims described above are promptly paid by Cabinets following receipt by Cabinets of an invoice for such expenses, (v) subject to Section 4.04(c8.1(c), the Xxxxxx Oil Group Fortune Brands Parties may, at any time, without liability or obligation to the Xxxxxx USA Groupany Cabinets Party, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (Bvi) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions which that require a payment by a member of the Xxxxxx Oil Group any Fortune Brands Party in respect thereof, Xxxxxx USA Cabinets shall reimburse such member Fortune Brands Party for such payment, (vii) such claims will be subject to (and recovery thereunder will be reduced by the amount of) any payment or reimbursement obligations of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest any Fortune Brands Party in such claim; respect thereof, (Cviii) Xxxxxx USA Cabinets shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (Dix) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d8.1(d). (b) Xxxxxx Oil will . Fortune Brands’ obligation to use commercially reasonable efforts to assist Xxxxxx USA Cabinets in asserting claims and establishing under applicable Shared Policies shall include using commercially reasonable efforts to assist Cabinets to establish its right to coverage under applicable such Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s outFortune Brands Parties’ Out-of-pocket expenses Pocket Expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expensesCabinets), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Group Fortune Brands Party will bear any Liability for the failure of an any insurer to pay any claim under any Shared Policy. Notwithstanding anything herein to the contrary, Fortune Brands shall not be required to take any action that would be reasonably likely to: (i) have an adverse impact on the then-current relationship between any Fortune Brands Party and the applicable insurance company; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by any Fortune Brands Party under any Shared Policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of any Fortune Brands Party under the applicable Shared Policies. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Group Cabinets Parties for incidents occurring prior to the Distribution Effective Time but that are asserted with the insurance carrier after the Distribution Time. (c) In the event that after the Distribution Effective Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USAextended reporting period or extended discovery period, as applicable, on a FIFO Basis. In in accordance with the event that any member terms of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claimsapplicable Policies. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At Subject to any arrangement or agreement between CoffeeCo and any current Xxxx Xxx insurance carrier for coverage beginning as of the Effective Time, from and after the Distribution Effective Time: , the CoffeeCo Parties will have no rights with respect to any Policies, except that (i) Xxxxxx USA and the other members of the Xxxxxx USA Group CoffeeCo will have the right to assert claims (and prosecute and/or continue Xxxx Xxx will use commercially reasonable efforts to prosecute assist CoffeeCo in asserting claims if so requested by CoffeeCo in writing) for any Losses loss, liability or damage with respect to the Xxxxxx USA CoffeeCo Business or the Transferred Business Assets under Xxxxxx Oil Policies that cover include any member of the Xxxxxx USA Group and/or CoffeeCo Party or any or all of the Xxxxxx USA CoffeeCo Business or the Transferred Business Assets within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party third-party insurers that which are “occurrence basedbasis” insurance policies (such Shared Policies, “Occurrence Based Basis Policies”) arising out of insured occurrences incidents occurring from the date coverage thereunder first commenced until the Distribution Effective Time to the extent that the terms and conditions of any such Occurrence Based Basis Policies and agreements relating thereto so allow and allow, (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group CoffeeCo will have the right to continue to prosecute claims with respect to the Xxxxxx USA CoffeeCo Business properly asserted under Occurrence Basis Policies prior to the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow (and Xxxx Xxx will use commercially reasonable efforts to assist CoffeeCo in asserting claims if so requested by CoffeeCo in writing) and (iii) CoffeeCo will have the right to continue to prosecute claims with respect to the CoffeeCo Business or the Transferred Business Assets properly asserted with the insurer prior to the Effective Time (and Xxxx Xxx will use commercially reasonable efforts to assist CoffeeCo in asserting claims if so requested by CoffeeCo in writing) under Shared Policies with Third Party third-party insurers that which are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Effective Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided provided, however, that in the case of clauses (i), (ii) and (iiiii), (A) all of the Xxxx Xxx Parties’ reasonable Out-of-Pocket Expenses incurred in connection with their efforts to assist CoffeeCo in asserting or continuing to prosecute the claims described above are promptly paid by CoffeeCo or DutchCo following receipt by CoffeeCo or DutchCo of an invoice for such expenses, (B) subject to Section 4.04(c8.1(c), the Xxxxxx Oil Group Xxxx Xxx Parties may, at any time, without liability or obligation to the Xxxxxx USA Groupany CoffeeCo Party, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (BC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions which that require a payment by a member of the Xxxxxx Oil Group any Xxxx Xxx Party in respect thereof, Xxxxxx USA CoffeeCo and DutchCo shall reimburse such member Xxxx Xxx Party for such payment, (D) such claims will be subject to (and recovery thereunder will be reduced by the amount of) any payment or reimbursement obligations of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest any Xxxx Xxx Party in such claim; respect thereof, (CE) Xxxxxx USA CoffeeCo and DutchCo shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (DF) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d8.1(d). (b) Xxxxxx Oil will . Xxxx Xxx’x obligation to use commercially reasonable efforts to assist Xxxxxx USA CoffeeCo in asserting claims and establishing under applicable Shared Policies shall include using commercially reasonable efforts to assist CoffeeCo to establish its right to coverage under applicable such Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s outXxxx Xxx Parties’ Out-of-pocket expenses Pocket Expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expensesCoffeeCo or DutchCo), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Group Xxxx Xxx Party will bear any Liability for the failure of an any insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Group CoffeeCo Parties for incidents occurring prior to the Distribution Effective Time but that are asserted with the insurance carrier after the Distribution Time. (c) In the event that after the Distribution Effective Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USAextended reporting period or extended discovery period, as applicable, on a FIFO Basis. In in accordance with the event that any member terms of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claimsapplicable Policies. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) Prior to the Effective Time, Marathon Oil and Marathon Petroleum shall, and each of them shall use their respective commercially reasonable efforts to have OIL, enter into the OIL MOU to preserve retroactive coverage for both the Marathon Oil Insured Parties and Marathon Petroleum Insured Parties under the policies issued by OIL. (b) At and after the Distribution Effective Time: (i) Xxxxxx USA and subject to the other members provisions of the Xxxxxx USA Group Section 9.5(e), Marathon Petroleum will have the right to assert and prosecute and/or continue to prosecute claims for any Losses with respect to the Xxxxxx USA Marathon Petroleum Business and the Transferred Assets under Xxxxxx Marathon Oil Policies that cover any member of the Xxxxxx USA Group and/or any or all of the Xxxxxx USA Business within the definition of the named insured, additional named insured, additional insured or insured provide coverage for such Losses (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party insurers that are “occurrence occurrence-based” insurance policies (such Shared Policies, “Occurrence Occurrence-Based Policies”) arising out of insured occurrences occurring events commencing from the date of coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Occurrence-Based Policies and agreements relating thereto so allow allow; and (ii) Xxxxxx USA and subject to the other members provisions of the Xxxxxx USA Group Section 9.5(e), Marathon Petroleum will have the right to assert and/or continue to prosecute claims for any Losses with respect to the Xxxxxx USA Marathon Petroleum Business and the Transferred Assets under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims claims-made” basis (such Shared Policies, “Claims Claims-Made Policies”) arising out of insured incidents occurring events commencing from the date of coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Claims Claims-Made Policies and agreements relating thereto so allow; provided that in . (c) For those claims asserted and/or prosecuted by Marathon Petroleum under either the case of clauses Occurrence-Based Policies or the Claims-Made Policies: (i) and all of the Marathon Oil Parties’ reasonable Out-of-Pocket Expenses incurred in connection with their efforts to assist Marathon Petroleum in asserting or continuing to prosecute the claims described in Section 9.5(d) will be promptly paid by Marathon Petroleum following receipt of an invoice for such expenses; (ii), (A) subject to Section 4.04(c), the Xxxxxx Oil Group may, at any time, without liability or obligation to the Xxxxxx USA Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modificationsmodifications of the Shared Policies subject to Section 9.5(e); (Biii) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions deductibles or self-insurance provisionsinsured retentions, and, with respect to any such deductibles, retentions deductibles or self-insurance provisions insured retentions which require a payment by a member Marathon Oil Party or any Subsidiary of a Marathon Oil Party in respect thereof (excepting any deductibles, self-insured retentions, or self-insured co-insurance maintained by Yorktown Assurance Corporation or Old Main Assurance Ltd. in such insurers’ policies of reinsurance that are not identical to the deductibles, self-insured retentions, or self-insured co-insurance maintained in such insurers’ policies issued to any of the Xxxxxx Marathon Oil Group in respect thereofParties), Xxxxxx USA Marathon Petroleum shall reimburse such member of the Xxxxxx Marathon Oil Group Party or Subsidiary for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claimpayment; (Civ) Xxxxxx USA Marathon Petroleum shall be responsible for and shall pay any Out-of-Pocket Expenses for claims handling expenses or residual Liability arising from such claims claims; and (Dv) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in accordance with Section 4.04(d9.5(f). (bd) Xxxxxx Marathon Oil will use commercially reasonable efforts to assist Xxxxxx USA Marathon Petroleum in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx USA Marathon Petroleum in writing (so long as all of the Xxxxxx Marathon Oil Group’s outParties’ Out-of-pocket expenses Pocket Expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expensesMarathon Petroleum in accordance with Section 9.5(c)), but Xxxxxx Marathon Oil will not otherwise be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USAMarathon Petroleum. No member of the Xxxxxx Marathon Oil Group Party will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Claims-Made Policies may not provide any coverage to the Xxxxxx USA Group Marathon Petroleum Parties for incidents occurring prior to the Distribution Effective Time but that are asserted with the insurance carrier after the Distribution Effective Time. (ce) In the event that after the Distribution Effective Time Xxxxxx Marathon Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, Policies under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group Marathon Petroleum has or may in the future have rights to assert claims pursuant to this Article 4 IX in a manner that would reasonably be expected to adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or Marathon Petroleum in any of the other members of the Xxxxxx USA Groupmaterial respect, (i) Xxxxxx Marathon Oil will, if such proposed action would be material to the Xxxxxx USA Group, will give Xxxxxx USA Marathon Petroleum prior notice thereof and consult with Xxxxxx USA Marathon Petroleum with respect to such action and action, (ii) Xxxxxx Marathon Oil will not take such action without the prior written consent of Marathon Petroleum, such consent not to be unreasonably withheld, conditioned or delayed, and (iii) Marathon Oil will pay to Xxxxxx USA Marathon Petroleum its equitable share (as reasonably determined which shall be mutually agreed upon by Xxxxxx OilMarathon Oil and Marathon Petroleum, acting reasonably), if any, of any net proceeds actually received by Xxxxxx Marathon Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Marathon Oil (after deducting Xxxxxx Marathon Oil’s outOut-of-pocket expenses Pocket Expenses incurred in connection with such action). (df) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Marathon Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other handMarathon Petroleum, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Marathon Oil and/or Xxxxxx USA, as applicable, Marathon Petroleum on a FIFO Basis. In the event that any member of the Xxxxxx Marathon Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Marathon Petroleum file Related Claims under any Shared Policy, each of Xxxxxx Marathon Oil and Xxxxxx USA Marathon Petroleum shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party Party bears to the total Loss to both such parties Parties from the occurrence or event underlying the Related Claims. (eg) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Marathon Oil Group Party have any liability or obligation whatsoever to any member of the Xxxxxx USA Group Marathon Petroleum Party if any Shared Policy is terminated or otherwise ceases to be in effect for any reasonreason (other than a termination in breach of Section 9.5(e)), is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group Marathon Petroleum Party for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At and after the Distribution Effective Time: (i) Xxxxxx USA and subject to the other members provisions of the Xxxxxx USA Group Section 9.05(d), Post will have the right to assert and prosecute and/or continue to prosecute claims for any Losses with respect to the Xxxxxx USA Post Business under Xxxxxx Oil Ralcorp Policies that cover any member of the Xxxxxx USA Group and/or any or all of the Xxxxxx USA Business within the definition of the named insured, additional named insured, additional insured or insured provide coverage for such Losses (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party insurers that are “occurrence occurrence-based” insurance policies (such Shared Policies, “Occurrence Occurrence-Based Policies”) arising out of insured occurrences events thereunder occurring from during the date coverage thereunder first commenced until policy period up to the Distribution Effective Time to the extent that the terms terms, conditions and conditions exclusions of any such Occurrence Occurrence-Based Policies and agreements relating thereto so allow allow; and (ii) Xxxxxx USA and subject to the other members provisions of the Xxxxxx USA Group Section 9.05(d), Post will have the right to assert and/or continue to prosecute claims for any Losses with respect to the Xxxxxx USA Post Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims claims-made” basis (such Shared Policies, “Claims Claims-Made Policies”) arising out of insured incidents occurring from claims made thereunder up to the date coverage thereunder first commenced until the Distribution Effective Time to the extent that the terms terms, conditions and conditions exclusions of any such Claims Claims-Made Policies and agreements relating thereto so allow; provided that in . (b) For those claims asserted and/or prosecuted by Post under either the case of clauses Occurrence-Based Policies or the Claims-Made Policies: (i) and all of the Ralcorp Parties’ reasonable Out-of-Pocket Expenses incurred in connection with their efforts to assist Post in asserting or continuing to prosecute the claims described in Section 9.05(c) will be promptly paid by Post following receipt of an invoice for such expenses; (ii), (A) subject to Section 4.04(c), the Xxxxxx Oil Group may, at any time, without liability or obligation to the Xxxxxx USA Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modificationsmodifications of the Shared Policies subject to Section 9.05(d); (Biii) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions deductibles or self-insurance provisionsinsured retentions, and, with respect to any such deductibles, retentions deductibles or self-insurance provisions insured retentions which require a payment by a member Ralcorp Party or any Subsidiary of the Xxxxxx Oil Group a Ralcorp Party in respect thereof, Xxxxxx USA Post shall reimburse such member of the Xxxxxx Oil Group Ralcorp Party or Subsidiary for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claimpayment; (Civ) Xxxxxx USA Post shall be responsible for and shall pay any Out-of-Pocket Expenses for prosecuting, claims handling expenses or residual Liability arising from such claims claims; and (Dv) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in accordance with Section 4.04(d9.05(e). (bc) Xxxxxx Oil Ralcorp will use commercially reasonable efforts to assist Xxxxxx USA Post in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx USA Post in writing (so long as all of the Xxxxxx Oil Group’s outRalcorp Parties’ Out-of-pocket expenses Pocket Expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expensesPost in accordance with Section 9.05(b)), but Xxxxxx Oil Ralcorp will not otherwise be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USAPost. No member of the Xxxxxx Oil Group Ralcorp Party will bear any Liability for the failure or refusal of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Claims-Made Policies may not provide any coverage to the Xxxxxx USA Group Post Parties for incidents occurring prior to the Distribution Effective Time but that are asserted with the insurance carrier after the Distribution Effective Time. (cd) In the event that after the Distribution Effective Time Xxxxxx Oil Ralcorp proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, Policies under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group Post has or may in the future have rights to assert claims pursuant to this Article 4 IX in a manner that would reasonably be expected to adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or Post in any of the other members of the Xxxxxx USA Groupmaterial respect, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, Ralcorp will give Xxxxxx USA Post prior notice thereof and consult with Xxxxxx USA Post with respect to such action and action, (ii) Xxxxxx Oil Ralcorp will not take such action without the prior written consent of Post, such consent not to be unreasonably withheld, conditioned or delayed, and (iii) Ralcorp will pay to Xxxxxx USA Post its equitable share (as reasonably determined which shall be mutually agreed upon by Xxxxxx OilRalcorp and Post, acting reasonably), if any, of any net proceeds actually received by Xxxxxx Oil Ralcorp from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil Ralcorp (after deducting Xxxxxx OilRalcorp’s outOut-of-pocket expenses Pocket Expenses incurred in connection with such action). (de) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, Ralcorp and any member of the Xxxxxx USA Group, on the other handPost, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil Ralcorp and/or Xxxxxx USA, as applicable, Post on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, Ralcorp and any member of the Xxxxxx USA Group, on the other hand, files Post file Related Claims under any Shared Policy, each of Xxxxxx Oil Ralcorp and Xxxxxx USA Post shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party Party bears to the total Loss to both such parties Parties from the occurrence or event underlying the Related Claims. (ef) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group Ralcorp Party have any liability or obligation whatsoever to any member of the Xxxxxx USA Group Post Party if any Shared Policy is terminated or otherwise ceases to be in effect for any reasonreason (other than a termination in breach of Section 9.05(d)), is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group Post Party for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At and after the Distribution Time: (i) Xxxxxx USA Discover and the other members of the Xxxxxx USA Discover Group will have the right to assert and prosecute and/or continue to prosecute claims for any Losses with respect to the Xxxxxx USA Discover Business under Xxxxxx Oil Xxxxxxx Policies that cover any member of the Xxxxxx USA Discover Group and/or any or all of the Xxxxxx USA Discover Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party insurers that are “occurrence based” insurance policies (such Shared Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow and allow; (ii) Xxxxxx USA Discover and the other members of the Xxxxxx USA Discover Group will have the right to prosecute or continue to prosecute claims with respect to the Xxxxxx USA Discover Business properly asserted under Occurrence Based Policies for claims which arose at or prior to the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow; and (iii) Discover and the other members of the Discover Group will have the right to assert and/or continue to prosecute claims with respect to the Discover Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time 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 clauses (i), (ii) and (iiiii), (A) subject to Section 4.04(c4.05(b), the Xxxxxx Oil Xxxxxxx Group may, at any time, without liability or obligation to the Xxxxxx USA Discover Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (B) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions which require a payment by a member of the Xxxxxx Oil Xxxxxxx Group in respect thereof, Xxxxxx USA Discover shall reimburse such member of the Xxxxxx Oil Xxxxxxx Group for a pro rata portion of such payment based on Xxxxxx USADiscover’s interest in such claim; , (C) Xxxxxx USA Discover shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (D) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d4.05(b). (b) Xxxxxx Oil will use reasonable efforts to assist Xxxxxx USA in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Xxxxxxx Group will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Discover Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time. (cb) In the event that after the Distribution Time Xxxxxx Oil Xxxxxxx proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, Policies under which Xxxxxx USADiscover, the Xxxxxx USA Discover Business or the other members of the Xxxxxx USA Discover Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USADiscover, the Xxxxxx USA Discover Business or any of the other members of the Xxxxxx USA Discover Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, Xxxxxxx will give Xxxxxx USA Discover prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action)thereof. (dc) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Xxxxxxx Group, on the one hand, and any member of the Xxxxxx USA Discover Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil Xxxxxxx and/or Xxxxxx USADiscover, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Xxxxxxx Group, on the one hand, and any member of the Xxxxxx USA Discover Group, on the other hand, files file Related Claims under any Shared Policy, each of Xxxxxx Oil Xxxxxxx and Xxxxxx USA Discover shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At and after the Distribution Trigger Time: (i) Xxxxxx USA , the Company and the other members of the Xxxxxx USA Lithium Group will have the right right, but not the obligation, to assert and prosecute and/or continue to prosecute claims for any Losses Liabilities with respect to the Xxxxxx USA Business Lithium Business, to the extent assumed by the Company or any member of the Lithium Group pursuant to this Agreement, under Xxxxxx Oil Parent Policies that cover any member of the Xxxxxx USA Lithium Group and/or any or all of the Xxxxxx USA Lithium Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) with third-party insurers (“Shared Policies”excluding any self-insured, captive insurance or similar program) with Third Party insurers that are “occurrence based” insurance policies excess liability Policies (such collectively, the “Shared Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Trigger Time to the extent that the terms and conditions of any such Occurrence Based Shared Policies and agreements relating thereto so allow and (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group will have the right all such claims pursuant to continue to prosecute claims with respect to the Xxxxxx USA Business under Shared Policies in accordance with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policiesthis Section 7.04, “Claims Made PoliciesCovered Claims”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow); provided that in that: (a) the case of clauses (i) and (ii), (A) subject to Section 4.04(c), the Xxxxxx Oil Parent Group may, at any time, without liability or obligation to the Xxxxxx USA Lithium Group, amend, commute, terminate, buy-out, release, sell back, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, releases, sale back arrangements, extinguishments and modifications); (B) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions which require a payment by a member of the Xxxxxx Oil Group in respect thereof, Xxxxxx USA shall reimburse such member of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claim; (C) Xxxxxx USA shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (D) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d).; (b) Xxxxxx Oil the Company will promptly notify Parent of any Covered Claim and consult with Parent (and Parent will promptly respond to the Company’s request to consult) regarding such Covered Claim, and Parent shall use commercially reasonable efforts to assist Xxxxxx USA assert and prosecute such Covered Claim in asserting claims accordance with the terms of Section 7.05, to the extent that the terms and establishing its right to coverage under applicable conditions of any such Shared Policies if Policy and agreements relating thereto so requested by Xxxxxx USA in writing (so long as all allow, and shall provide the Company with regular updates on the status of the Xxxxxx Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No Covered Claim; provided that no member of the Xxxxxx Oil Parent Group will bear any Liability liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time.; (c) In the event that after the Distribution Time Xxxxxx Oil proposes subject to amendSections 7.04(d) and 7.04(e), commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business proceeds received by Parent or the other members of the Xxxxxx USA Parent Group has from any third-party insurer that relate to any Covered Claim will be promptly paid to the Company by Parent or may in the future have rights to assert claims pursuant to this Article 4 in a manner applicable member of the Parent Group; provided, however, that would adversely affect any such rights recovery and payment will be subject to (x) the amount of Xxxxxx USAany applicable deductibles, the Xxxxxx USA Business retentions or any of the other members of the Xxxxxx USA Groupmatching deductible provisions, (i) Xxxxxx Oil willand, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to any such action deductibles, retentions or matching deductible provisions which require a payment by a member of the Parent Group in respect thereof, the Company will make such payment on behalf of Parent or the applicable member of the Parent Group, and (iiy) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil)any claims handling expenses, if anyunreimbursed allocated loss adjustment or defense expenses and any amounts related to, arising out of or resulting from any net proceeds actually received by Xxxxxx Oil residual Liability arising from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action).Covered Claim; (d) To in the extent event that a Covered Claim relates to the limits of same occurrence for which Parent is seeking coverage under any Shared Policy (a “Related Claim” and each other Covered Claim, an “Unrelated Claim”), any proceeds received by Parent or the members of the Parent Group from any third-party insurer that relate to such Related Claim will be allocated, subject to Section 7.04(e) and existing sublimits and aggregate limits of such Shared Policy, pro rata based on the share of the loss incurred by each of Parent and the Company (or the members of their respective Groups); (e) any Covered Claims will be subject to exhaustion of the Shared Policies, including existing sublimits and aggregate limits, and to the extent any such limits preclude payment in full of Unrelated Claims filed by any member Parent and the Company (and the members of the Xxxxxx Oil Group, on the one hand, and any member each of the Xxxxxx USA Group, on the other handtheir respective Groups), the insurance proceeds available under such Shared Policy shall will be paid to Xxxxxx Oil and/or Xxxxxx USA, allocated between Parent and the Company as applicablefollows: (i) in the case of Unrelated Claims, on a FIFO Basis. In ; and (ii) in the event that any member case of Related Claims, pro rata based on available insurance proceeds pursuant to such Shared Policy as if the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files coverage for such Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims.was infinite; (ef) In in no event (except as provided in Section 4.04(c) or Section 4.04(d7.04(d)) will any member of the Xxxxxx Oil Parent Group have any liability or obligation Liability whatsoever to any member of the Xxxxxx USA Lithium Group if (x) any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Lithium Group for any reason whatsoever or is not renewed or extended beyond the current expiration date, or (y) any insurer fails to pay any claim under any Shared Policy; and (g) any amounts unpaid by the Company in accordance with the terms of this Article VII shall be subject to the terms of Section 8.02.

Rights Under Shared Policies. (a) At and after the Distribution Effective Time: (i) Xxxxxx USA and the other members of the Xxxxxx USA Group Western Union will have the right to assert claims (and prosecute and/or continue First Data will use commercially reasonable efforts to prosecute assist Western Union in asserting claims if so requested by Western Union in writing) for any Losses with respect to the Xxxxxx USA Western Union Business and the Transferred Business Assets under Xxxxxx Oil First Data Policies that cover include any member of the Xxxxxx USA Group Western Union Party and/or any or all of the Xxxxxx USA Western Union Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party insurers that are “occurrence based” insurance policies (such Shared Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Effective Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow; (ii) Western Union will have the right to continue to prosecute claims with respect to the Western Union Business properly asserted under Occurrence Based Policies prior to the Effective Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow (and First Data will use commercially reasonable efforts to assist Western Union in asserting claims if so requested by Western Union in writing); and (iiiii) Xxxxxx USA and the other members of the Xxxxxx USA Group Western Union will have the right to assert and/or continue to prosecute claims with respect to the Xxxxxx USA Western Union Business and the Transferred Business Assets (and First Data will use commercially reasonable efforts to assist Western Union in asserting claims if so requested by Western Union in writing) under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Effective Time 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 clauses (i), (ii) and (iiiii), (A) all of the First Data Parties’ reasonable Out-of Pocket Expenses incurred in connection with their efforts to assist Western Union in asserting or continuing to prosecute the claims described above are promptly paid by Western Union following receipt of an invoice for such expenses, (B) subject to Section 4.04(c10.5(b), the Xxxxxx Oil Group First Data Parties may, at any time, without liability or obligation to the Xxxxxx USA GroupWestern Union Parties, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (BC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions which require a payment by a member First Data Party or any Affiliate of the Xxxxxx Oil Group a First Data Party in respect thereof, Xxxxxx USA Western Union shall reimburse such member of the Xxxxxx Oil Group First Data Party or Affiliate for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claim; payment, (CD) Xxxxxx USA Western Union shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (DE) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d10.5(c). (b) Xxxxxx Oil will . First Data’s obligation to use commercially reasonable efforts to assist Xxxxxx USA Western Union in asserting claims and establishing under applicable Shared Policies will include using commercially reasonable efforts to assist Western Union to establish its right to coverage under applicable such Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s outFirst Data Parties’ Out-of-pocket expenses Pocket Expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expensesWestern Union), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Group First Data Party will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Group Western Union Parties for incidents occurring prior to the Distribution Effective Time but that are asserted with the insurance carrier after the Distribution Effective Time. (c) In the event that after the Distribution Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At Subject to any arrangement or agreement between H&S and any current Fortune Brands insurance carrier for coverage beginning as of the Effective Time, from and after the Distribution Effective Time: , the H&S Parties will have no rights with respect to any Policies, except that (i) Xxxxxx USA and the other members of the Xxxxxx USA Group H&S will have the right to assert claims (and prosecute and/or continue Fortune Brands will use commercially reasonable efforts to prosecute assist H&S in asserting claims if so requested by H&S in writing) for any Losses loss, liability or damage with respect to the Xxxxxx USA H&S Business or the Transferred Business Assets under Xxxxxx Oil Policies that cover include any member of the Xxxxxx USA Group and/or H&S Party or any or all of the Xxxxxx USA H&S Business or the Transferred Business Assets within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party third-party insurers that which are “occurrence basedbasis” insurance policies (such Shared Policies, “Occurrence Based Basis Policies”) arising out of insured occurrences incidents occurring from the date coverage thereunder first commenced until the Distribution Effective Time to the extent that the terms and conditions of any such Occurrence Based Basis Policies and agreements relating thereto so allow and allow, (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group H&S will have the right to continue to prosecute claims with respect to the Xxxxxx USA H&S Business properly asserted under Occurrence Basis Policies prior to the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow (and Fortune Brands will use commercially reasonable efforts to assist H&S in asserting claims if so requested by H&S in writing) and (iii) H&S will have the right to continue to prosecute claims with respect to the H&S Business or the Transferred Business Assets properly asserted with the insurer prior to the Effective Time (and Fortune Brands will use commercially reasonable efforts to assist H&S in asserting claims if so requested by H&S in writing) under Shared Policies with Third Party third-party insurers that which are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Effective Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided provided, however, that in the case of clauses (i), (ii) and (iiiii), (A) all of the Fortune Brands Parties’ reasonable Out-of-Pocket Expenses incurred in connection with their efforts to assist H&S in asserting or continuing to prosecute the claims described above are promptly paid by H&S following receipt by H&S of an invoice for such expenses, (B) subject to Section 4.04(c8.1(c), the Xxxxxx Oil Group Fortune Brands Parties may, at any time, without liability or obligation to the Xxxxxx USA Groupany H&S Party, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (BC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions which that require a payment by a member of the Xxxxxx Oil Group any Fortune Brands Party in respect thereof, Xxxxxx USA H&S shall reimburse such member Fortune Brands Party for such payment, (D) such claims will be subject to (and recovery thereunder will be reduced by the amount of) any payment or reimbursement obligations of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest any Fortune Brands Party in such claim; respect thereof, (CE) Xxxxxx USA H&S shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (DF) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d8.1(d). (b) Xxxxxx Oil will . Fortune Brands’ obligation to use commercially reasonable efforts to assist Xxxxxx USA H&S in asserting claims and establishing under applicable Shared Policies shall include using commercially reasonable efforts to assist H&S to establish its right to coverage under applicable such Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s outFortune Brands Parties’ Out-of-pocket expenses Pocket Expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expensesH&S), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Group Fortune Brands Party will bear any Liability for the failure of an any insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Group H&S Parties for incidents occurring prior to the Distribution Effective Time but that are asserted with the insurance carrier after the Distribution Time. (c) In the event that after the Distribution Effective Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USAextended reporting period or extended discovery period, as applicable, on a FIFO Basis. In in accordance with the event that any member terms of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claimsapplicable Policies. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At From and after the Distribution Time: Date, (i) Xxxxxx USA and the other members of the Xxxxxx USA Group Generico Parties will have the right to assert claims (and prosecute and/or continue the Alpha Parties will use reasonable best efforts to prosecute assist the Generico Parties in asserting claims if so requested) for any Losses loss, liability or damage with respect to the Xxxxxx USA Generico Business under Xxxxxx Oil Shared Policies that cover any member of the Xxxxxx USA Group and/or any or all of the Xxxxxx USA Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party third party insurers that are “occurrence basedbasis” insurance policies (such Shared Policies, “Occurrence Based Basis Policies”) arising out of insured occurrences incidents occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Basis Policies and agreements relating thereto so allow and allow; (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group Generico Parties will have the right to continue to prosecute claims with respect to the Xxxxxx USA Generico Business properly asserted with the insurer prior to the Distribution Time (and the Alpha Parties will use reasonable best efforts to assist the Generico Parties in connection therewith if so requested) under Shared Policies with Third Party third party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; (iii) with respect to Shared Policies, the members of the Alpha Group shall request that the underwriters or claims administrators under such policies provide the Generico Parties with detailed loss Information with respect to the Generico Business to the extent required to complete future renewal negotiations and actuarial reviews of the Generico Parties, at no cost to the Generico Parties; and (iv) to the extent that New Alpha, LLC is able to keep members of the Generico Group as named insureds under Claims Made Policies at no expense or other cost (financial or otherwise) to any member of the Alpha Group or any of its Affiliates, which New Alpha, LLC shall use its reasonable best efforts to do, and to the extent permitted by such Claims Made Policies, the Generico Parties may prosecute claims with respect to the Generico Business under such Claims Made Policies arising out of insured incidents occurring from the date of coverage thereunder first commenced until the Distribution Time 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 clauses (i) and through (iiiv), (A) subject all of the Alpha Parties’ and each of the other members of the Alpha Group’s reasonable out of pocket costs and expenses incurred and payable to Section 4.04(c)third parties in connection with the foregoing are promptly paid by the Generico Parties, (B) the Xxxxxx Oil Alpha Parties and the other members of the Alpha Group may, at any time, without liability or obligation to the Xxxxxx USA GroupGenerico Parties or any of their Subsidiaries (other than as set forth in Section 5.01(c), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (BC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any such deductibles, retentions payment or self-insurance provisions which require a payment by a member reimbursement obligations of the Xxxxxx Oil Group Alpha Parties, any of their Subsidiaries or any Affiliate of the Alpha Parties or any their Subsidiaries in respect thereof, Xxxxxx USA shall reimburse such member of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claim; (C) Xxxxxx USA shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims thereof and (DE) such claims will be subject to exhaustion of existing sublimits and aggregate limits. In the event that claims submitted by the Alpha Parties and the Generico Parties under the Shared Policies exhaust existing policy limits as provided under the Shared Policies in Section 4.04(d). (b) Xxxxxx Oil will any one policy year, the amount payable under the Shared Policies shall be allocated pro rata based on the amounts paid in satisfaction of those claims or the amounts that would have been paid to satisfy such claims absent exhaustion of policy limits. The Alpha Parties’ obligation to use reasonable best efforts to assist Xxxxxx USA the Generico Parties in asserting claims and establishing its under applicable Shared Policies will include using reasonable best efforts in assisting the Generico Parties to establish their right to coverage under applicable such Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s Alpha Parties’ reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expensesthe Generico Parties), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member None of the Xxxxxx Oil Group Alpha Parties or their Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that that, except to the extent New Alpha, LLC is able to keep members of the Generico Group as named insureds under Claims Made Policies as provided in, and subject to the terms and conditions of, clause (iv) above, any Claims Made Policies may will not provide any coverage to the Xxxxxx USA Generico Parties and other members of the Generico Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time. (c) In the event that after the Distribution Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At and after the Distribution Time: (i) Xxxxxx USA Discover and the other members of the Xxxxxx USA Discover Group will have the right to assert and prosecute and/or continue to prosecute claims for any Losses with respect to the Xxxxxx USA Business Discover Business, under Xxxxxx Oil Xxxxxxx Policies that cover any member of the Xxxxxx USA Discover Group and/or any or all of the Xxxxxx USA Discover Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party insurers that are “occurrence based” insurance policies (such Shared Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow and allow; (ii) Xxxxxx USA Discover and the other members of the Xxxxxx USA Discover Group will have the right to prosecute or continue to prosecute claims with respect to the Xxxxxx USA Discover Business properly asserted under Occurrence Based Policies for claims which arose at or prior to the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow; and (iii) Discover and the other members of the Discover Group will have the right to assert and/or continue to prosecute claims with respect to the Discover Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time 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 clauses (i), (ii) and (iiiii), (A) subject to Section 4.04(c4.05(b), the Xxxxxx Oil Xxxxxxx Group may, at any time, without liability or obligation to the Xxxxxx USA Discover Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (B) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions which require a payment by a member of the Xxxxxx Oil Xxxxxxx Group in respect thereof, Xxxxxx USA Discover shall reimburse such member of the Xxxxxx Oil Xxxxxxx Group for a pro rata portion of such payment based on Xxxxxx USADiscover’s interest in such claim; , (C) Xxxxxx USA Discover shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (D) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d4.05(b). (b) Xxxxxx Oil will use reasonable efforts to assist Xxxxxx USA in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Xxxxxxx Group will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Discover Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time. (cb) In the event that after the Distribution Time Xxxxxx Oil Xxxxxxx proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, Policies under which Xxxxxx USADiscover, the Xxxxxx USA Discover Business or and the other members of the Xxxxxx USA Discover Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USADiscover, the Xxxxxx USA Discover Business or any of and the other members of the Xxxxxx USA Discover Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, Xxxxxxx will give Xxxxxx USA Discover prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action)thereof. (dc) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Xxxxxxx Group, on the one hand, and any member of the Xxxxxx USA Discover Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil Xxxxxxx and/or Xxxxxx USADiscover, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Xxxxxxx Group, on the one hand, and any member of the Xxxxxx USA Discover Group, on the other hand, files file Related Claims under any Shared Policy, each of Xxxxxx Oil Xxxxxxx and Xxxxxx USA Discover shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At From and after the Distribution Time: Time of Distribution, Mindspeed and the Mindspeed Subsidiaries will have no rights with respect to any Policies, except that: (i) Xxxxxx USA and the other members of the Xxxxxx USA Group Mindspeed will have the right to assert claims (and prosecute and/or continue Conexant will use commercially reasonable efforts to prosecute claims assist Mindspeed in asserting claims) for any Losses loss, liability or damage with respect to the Xxxxxx USA Business Mindspeed Assets or Mindspeed Liabilities under Xxxxxx Oil Policies that cover any member of the Xxxxxx USA Group and/or any or all of the Xxxxxx USA Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party third-party insurers that which are “"occurrence based” basis" insurance policies (such Shared "Occurrence Basis Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow and (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group will have the right to continue to prosecute claims with respect to the Xxxxxx USA Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “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 Occurrence Basis Policies and agreements relating thereto so allow, and (ii) Mindspeed will have the right to continue to prosecute claims with respect to Mindspeed Assets or Mindspeed Liabilities properly asserted with an insurer prior to the Time of Distribution (and Conexant will use commercially reasonable efforts to assist Mindspeed 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 , provided, that in the case of both clauses (i) and (ii)) above, (A) subject to Section 4.04(c)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 Mindspeed, (B) Conexant and the Xxxxxx Oil Group Conexant Subsidiaries may, at any time, without liability or obligation to the Xxxxxx USA GroupMindspeed or any Mindspeed Subsidiary (other than as set forth in Section 5.01(d)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (BC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and(D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of Conexant, with respect to any such deductibles, retentions Conexant Subsidiary or self-insurance provisions which require a payment by a member any Affiliate of the Xxxxxx Oil Group Conexant or any Conexant Subsidiary in respect thereof, Xxxxxx USA shall reimburse such member of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claim; (C) Xxxxxx USA shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims thereof and (DE) such claims will be subject to exhaustion of existing sublimits aggregate limits. In the event that claims submitted by Conexant and Mindspeed exhaust existing aggregate limits in any one policy year, the amount payable under the Policies shall be allocated pro rata based on the amounts paid in satisfaction of such claims or the amounts that would have been paid to satisfy such claims absent exhaustion of Policy limits. To the extent the amount paid to Mindspeed or Conexant, as provided the case may be, in Section 4.04(d). (b) Xxxxxx Oil will satisfaction of claims exceeds its pro rata portion, Mindspeed or Conexant, as the case may be, shall pay to the other party an amount equal to such excess. Conexant's obligation to use commercially reasonable efforts to assist Xxxxxx USA Mindspeed in asserting claims and establishing under applicable Policies will include using commercially reasonable efforts in assisting Mindspeed to establish its right to coverage under applicable Shared such Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s Conexant's reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by Xxxxxx USA following receipt Mindspeed). None of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle Conexant or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Group Conexant Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may will not provide any coverage to Mindspeed and the Xxxxxx USA Group Mindspeed Subsidiaries for incidents occurring prior to the Time of Distribution Time but that which are asserted with the insurance carrier after the Distribution Time. (c) In Time of Distribution. If a claim or claims submitted by Mindspeed are paid under any Policy during any policy year in which no claim or claims are paid to Conexant, and Conexant's annual premium increases in the event that after the Distribution Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, next policy year in respect of periods the Policy, then the full amount of coverage prior such premium increase in the first policy year after such Mindspeed claim or claims are paid shall be deemed to be attributable to the Distribution TimeMindspeed claim or claims and charged to Mindspeed. Promptly (and in no event later than ten (10) Business Days) after receipt of a written request by Conexant, Mindspeed shall reimburse Conexant for the full amount of such annual premium increase. If claims submitted by both Conexant and Mindspeed are paid under which Xxxxxx USAthe same Policy during any policy year, and Conexant's annual premium increases in the Xxxxxx USA Business or the other members next policy year in respect of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata then the amount of the available insurance proceeds, premium increase will be allocated between Conexant and Mindspeed based on the relationship amount of the Loss incurred by claims paid to each such party bears to during the total Loss to both such parties from the occurrence or event underlying the Related Claims. prior policy year. Promptly (e) In and in no event later than ten (except as provided in Section 4.04(c10) or Section 4.04(d)Business Days) will any member after receipt of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect a written request by Conexant, Mindspeed shall reimburse Conexant for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration dateits pro rata portion.

Rights Under Shared Policies. (a) At From and after the Distribution Time: , (i) Xxxxxx USA and the other members of the Xxxxxx USA Group MVT Parties will have the right to assert claims (and prosecute and/or continue the MI Parties will use reasonable best efforts to prosecute assist the MVT Parties in asserting claims if so requested) for any Losses loss, liability or damage with respect to the Xxxxxx USA MVT Business under Xxxxxx Oil Shared Policies that cover any member of the Xxxxxx USA Group and/or any or all of the Xxxxxx USA Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party third party insurers that are “occurrence basedbasis” insurance policies (such Shared Policies, “Occurrence Based Basis Policies”) arising out of insured occurrences incidents occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Basis Policies and agreements relating thereto so allow and allow; (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group MVT Parties will have the right to continue to prosecute claims with respect to the Xxxxxx USA MVT Business properly asserted with the insurer prior to the Distribution Time (and the MI Parties will use reasonable best efforts to assist the MVT Parties in connection therewith if so requested) under Shared Policies with Third Party third party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided (iii) with respect to Shared Policies, the members of the MI Group shall request that the underwriters or claims administrators under such policies provide the MVT Parties with detailed loss information with respect to the MVT Business to the extent required to complete future renewal negotiations and actuarial reviews of the MVT Parties, in the case of each of clause (i) and (ii), at no cost to the MVT Parties; and (iv) to the extent that MI Corp. is able to keep members of the MVT Group as named insureds under Claims Made Policies at no expense or other cost (financial or otherwise) to any member of the MI Group or any of its Affiliates, which MI Corp. shall use its reasonable best efforts to do, and to the extent permitted by such Claims Made Policies, the MVT Parties may prosecute claims with respect to the MVT Business under such Claims Made Policy arising out of insured incidents occurring from the date of coverage thereunder first commenced until the Distribution Time 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 clauses (i) and through (iiiv), (A) subject to Section 4.04(c)all of the MI Parties’ and each of the other members of the MI Group’s reasonable costs and expenses incurred in connection with the foregoing are promptly paid by the MVT Parties, (B) the Xxxxxx Oil MI Parties and the other members of the MI Group may, at any time, without liability or obligation to the Xxxxxx USA GroupMVT Parties or any of their Subsidiaries (other than as set forth in Section 5.01(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (BC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any such deductibles, retentions payment or self-insurance provisions which require a payment by a member reimbursement obligations of the Xxxxxx Oil Group MI Parties, any of their Subsidiaries or any Affiliate of the MI Parties or any their Subsidiaries in respect thereof, Xxxxxx USA shall reimburse such member of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claim; (C) Xxxxxx USA shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims thereof and (DE) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d). (b) Xxxxxx Oil will limits. The MI Parties’ obligation to use reasonable best efforts to assist Xxxxxx USA the MVT Parties in asserting claims and establishing its under applicable Shared Policies will include using reasonable best efforts in assisting the MVT Parties to establish their right to coverage under applicable such Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s MI Parties’ reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expensesthe MVT Parties), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member None of the Xxxxxx Oil Group MI Parties or their Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that except to the extent MI Corp. is able to keep members of the MVT Group as named insureds under Claims Made Policies as provided in, and subject to the terms and conditions of, clause (iv), any Claims Made Policies may will not provide any coverage to the Xxxxxx USA MVT Parties and other members of the MVT Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time. (c) In the event that after the Distribution Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At and after the Distribution Sale Time: (i) Xxxxxx USA MSCI and the other members of the Xxxxxx USA MSCI Group will have the right to assert and prosecute and/or continue to prosecute claims for any Losses with respect to the Xxxxxx USA MSCI Business under Xxxxxx Oil Mxxxxx Sxxxxxx Policies that cover any member of the Xxxxxx USA MSCI Group and/or any or all of the Xxxxxx USA MSCI Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party insurers that are “occurrence based” insurance policies (such Shared Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Time End Date to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow and allow; (ii) Xxxxxx USA MSCI and the other members of the Xxxxxx USA MSCI Group will have the right to prosecute or continue to prosecute claims with respect to the Xxxxxx USA MSCI Business properly asserted under Occurrence Based Policies for claims which arose at or prior to the End Date to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow; and (iii) MSCI and the other members of the MSCI Group will have the right to assert and/or continue to prosecute claims with respect to the MSCI Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time End 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 clauses (i), (ii) and (iiiii), (A) subject to Section 4.04(c3.04(b), the Xxxxxx Oil MS Group maymay generally (but not specifically with respect to, and having a material adverse effect on, the MSCI Group), at any time, without liability or obligation to the Xxxxxx USA MSCI Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (B) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions which require a payment by a member of the Xxxxxx Oil MS Group in respect thereof, Xxxxxx USA MSCI shall reimburse such member of the Xxxxxx Oil MS Group for a pro rata portion of such payment based on Xxxxxx USAMSCI’s interest in such claim; , (C) Xxxxxx USA MSCI shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (D) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d3.04(b). (b) Xxxxxx Oil will use reasonable efforts to assist Xxxxxx USA in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil MS Group will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA MSCI Group for incidents occurring prior to the Distribution Time End Date but that are asserted with the insurance carrier after the Distribution TimeEnd Date. (cb) In the event that after the Distribution Time Xxxxxx Oil End Date Mxxxxx Sxxxxxx proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, Policies under which Xxxxxx USAMSCI, the Xxxxxx USA MSCI Business or the other members of the Xxxxxx USA MSCI Group has or may in the future have rights to assert claims pursuant to this Article 4 3 in a manner that would adversely affect any such rights of Xxxxxx USAMSCI, the Xxxxxx USA MSCI Business or any of the other members of the Xxxxxx USA MSCI Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, Mxxxxx Sxxxxxx will give Xxxxxx USA MSCI prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action)thereof. (dc) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil MS Group, on the one hand, and any member of the Xxxxxx USA MSCI Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil Mxxxxx Sxxxxxx and/or Xxxxxx USAMSCI, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil MS Group, on the one hand, and any member of the Xxxxxx USA MSCI Group, on the other hand, files file Related Claims under any Shared Policy, each of Xxxxxx Oil Mxxxxx Sxxxxxx and Xxxxxx USA MSCI shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party Party bears to the total Loss to both such parties Parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At From and after the Distribution Time: Date, (i) Xxxxxx USA and the other members of the Xxxxxx USA Group Generico Parties will have the right to assert claims (and prosecute and/or continue the Alpha Parties will use reasonable best efforts to prosecute assist the Generico Parties in asserting claims if so requested) for any Losses loss, liability or damage with respect to the Xxxxxx USA Generico Business under Xxxxxx Oil Shared Policies that cover any member of the Xxxxxx USA Group and/or any or all of the Xxxxxx USA Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party third party insurers that are “occurrence basedbasis” insurance policies (such Shared Policies, “Occurrence Based Basis Policies”) arising out of insured occurrences incidents occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Basis Policies and agreements relating thereto so allow and allow; (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group Generico Parties will have the right to continue to prosecute claims with respect to the Xxxxxx USA Generico Business properly asserted with the insurer prior to the Distribution Time (and the Alpha Parties will use reasonable best efforts to assist the Generico Parties in connection therewith if so requested) under Shared Policies with Third Party third party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; (iii) with respect to Shared Policies, the members of the Alpha Group shall request that the underwriters or claims administrators under such policies provide the Generico Parties with detailed loss Information with respect to the Generico Business to the extent required to complete future renewal negotiations and actuarial reviews of the Generico Parties, at no cost to the Generico Parties; and (iv) to the extent that New Alpha LLC is able to keep members of the Generico Group as named insureds under Claims Made Policies at no expense or other cost (financial or otherwise) to any member of the Alpha Group or any of its Affiliates, which New Alpha LLC shall use its reasonable best efforts to do, and to the extent permitted by such Claims Made Policies, the Generico Parties may prosecute claims with respect to the Generico Business under such Claims Made Policies arising out of insured incidents occurring from the date of coverage thereunder first commenced until the Distribution Time 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 clauses (i) and through (iiiv), (A) subject all of the Alpha Parties’ and each of the other members of the Alpha Group’s reasonable out of pocket costs and expenses incurred and payable to Section 4.04(c)third parties in connection with the foregoing are promptly paid by the Generico Parties, (B) the Xxxxxx Oil Alpha Parties and the other members of the Alpha Group may, at any time, without liability or obligation to the Xxxxxx USA GroupGenerico Parties or any of their Subsidiaries (other than as set forth in Section 5.01(c), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (BC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any such deductibles, retentions payment or self-insurance provisions which require a payment by a member reimbursement obligations of the Xxxxxx Oil Group Alpha Parties, any of their Subsidiaries or any Affiliate of the Alpha Parties or any their Subsidiaries in respect thereof, Xxxxxx USA shall reimburse such member of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claim; (C) Xxxxxx USA shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims thereof and (DE) such claims will be subject to exhaustion of existing sublimits and aggregate limits. In the event that claims submitted by the Alpha Parties and the Generico Parties under the Shared Policies exhaust existing policy limits as provided under the Shared Policies in Section 4.04(d). (b) Xxxxxx Oil will any one policy year, the amount payable under the Shared Policies shall be allocated pro rata based on the amounts paid in satisfaction of those claims or the amounts that would have been paid to satisfy such claims absent exhaustion of policy limits. The Alpha Parties’ obligation to use reasonable best efforts to assist Xxxxxx USA the Generico Parties in asserting claims and establishing its under applicable Shared Policies will include using reasonable best efforts in assisting the Generico Parties to establish their right to coverage under applicable such Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s Alpha Parties’ reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expensesthe Generico Parties), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member None of the Xxxxxx Oil Group Alpha Parties or their Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that that, except to the extent New Alpha LLC is able to keep members of the Generico Group as named insureds under Claims Made Policies as provided in, and subject to the terms and conditions of, clause (iv) above, any Claims Made Policies may will not provide any coverage to the Xxxxxx USA Generico Parties and other members of the Generico Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time. (c) In the event that after the Distribution Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At and after the Distribution Time: (i) Xxxxxx USA TopBuild and the other members of the Xxxxxx USA TopBuild Group will have the right to assert and prosecute and/or continue to prosecute claims for any Losses Liabilities with respect to the Xxxxxx USA TopBuild Business under Xxxxxx Oil Masco Policies that cover any member of the Xxxxxx USA TopBuild Group and/or any or all of the Xxxxxx USA TopBuild Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any (x) group health and welfare insurance policiespolicies and (y) Matching Deductible Policies (collectively, but subject to such exclusions described in the immediately preceding clauses (x) and (y), the “Shared Policies”) with Third Party insurers that are “occurrence based” insurance policies (such Shared Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Time Time, to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow allow, and (ii) Xxxxxx USA TopBuild and the other members of the Xxxxxx USA TopBuild Group will have the right to continue to prosecute claims with respect to the Xxxxxx USA TopBuild Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time Time, if reported within the applicable reporting period under any such policy and 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 clauses (i) and (ii)that, (A) subject to Section 4.04(c4.04(b), the Xxxxxx Oil Masco Group may, at any time, without liability or obligation to the Xxxxxx USA TopBuild Group, amend, commute, terminate, buy-out, release, sell back, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, releases, sale back arrangements, extinguishments and modifications); (B) at least ten (10) days prior to asserting or tendering a new claim for any Liabilities with respect to the TopBuild Business under any Shared Policies, TopBuild will consult with Masco with respect to the assertion and/or tender of any such claim; (C) any claims made by TopBuild will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance matching deductible provisions, and, with respect to any such deductibles, retentions or self-insurance matching deductible provisions which require a payment by a member of the Xxxxxx Oil Masco Group in respect thereof, Xxxxxx USA TopBuild shall reimburse make such payment on behalf of Masco and/or the applicable member of the Xxxxxx Oil Masco Group for a pro rata portion of such payment based on Xxxxxx USAin proportion to TopBuild’s interest in such claim; (CD) Xxxxxx USA TopBuild shall be responsible for and shall pay any claims handling expenses, unreimbursed allocated loss adjustment or defense expenses and any amounts related to, arising out of or resulting from residual Liability arising from such claims claims; and (DE) such any claims made by TopBuild will be subject to exhaustion of the Shared Policies, including existing sublimits and aggregate limits as provided in Section 4.04(d). (b. Any amounts unpaid by TopBuild under this Section 4.04(a) Xxxxxx Oil will use reasonable efforts to assist Xxxxxx USA in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Group will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time. (c) In the event that after the Distribution Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid subject to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims TopBuild’s indemnification obligations under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related ClaimsArticle 6. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At From and after the Distribution Time: , (i) Xxxxxx USA and the other members of the Xxxxxx USA Group Spinco will have the right to assert claims (and prosecute and/or continue Xxxxxxx-Xxxxxx will use reasonable best efforts to prosecute assist Spinco in asserting claims if so requested) for any Losses loss, liability or damage with respect to the Xxxxxx USA Spinco Business under Xxxxxx Oil Shared Policies that cover any member of the Xxxxxx USA Group and/or any or all of the Xxxxxx USA Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party third party insurers that are “occurrence basedbasis” insurance policies (such Shared Policies, “Occurrence Based Basis Policies”) arising out of insured occurrences incidents occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Basis Policies and agreements relating thereto so allow and (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group Spinco will have the right to continue to prosecute claims with respect to the Spinco Business properly asserted with the insurer prior to the Distribution Time (and Xxxxxxx-Xxxxxx USA Business will use reasonable best efforts to assist Spinco in connection therewith if so requested) under Shared Policies with Third Party third party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time 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), (A) subject to Section 4.04(c)all of Xxxxxxx-Xxxxxx’x and each Xxxxxxx-Xxxxxx Subsidiary’s reasonable costs and expenses incurred in connection with the foregoing are promptly paid by Spinco, (B) Xxxxxxx-Xxxxxx and the Xxxxxxx-Xxxxxx Oil Group Subsidiaries may, at any time, without liability or obligation to Spinco or any of the Xxxxxx USA GroupSpinco Subsidiaries (other than as set forth in Section 5.01(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (BC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and(D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of Xxxxxxx-Xxxxxx, with respect to any such deductibles, retentions Xxxxxxx-Xxxxxx Subsidiary or selfany Affiliate of Xxxxxxx-insurance provisions which require a payment by a member of the Xxxxxx Oil Group or any Xxxxxxx-Xxxxxx Subsidiary in respect thereof, Xxxxxx USA shall reimburse such member of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claim; (C) Xxxxxx USA shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims thereof and (DE) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d). (b) Xxxxxx Oil will limits. Xxxxxxx-Xxxxxx’x obligation to use reasonable best efforts to assist Xxxxxx USA Spinco in asserting claims and establishing under applicable Shared Policies will include using reasonable best efforts in assisting Spinco to establish its right to coverage under applicable such Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s Xxxxxxx-Xxxxxx’x reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by Spinco). None of Xxxxxxx-Xxxxxx USA following receipt of an invoice for such expenses), but or the Xxxxxxx-Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Group Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may will not provide any coverage to Spinco and the Xxxxxx USA Group Spinco Subsidiaries for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time. (c) In the event that after the Distribution Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At and after the Distribution Time: (i) Xxxxxx USA Discover and the other members of the Xxxxxx USA Discover Group will have the right to assert and prosecute and/or continue to prosecute claims for any Losses with respect to the Xxxxxx USA Business Discover Business, under Xxxxxx Oil Xxxxxxx Policies that cover any member of the Xxxxxx USA Discover Group and/or any or all of the Xxxxxx USA Discover Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party insurers that are “occurrence based” insurance policies (such Shared Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow and allow; (ii) Xxxxxx USA Discover and the other members of the Xxxxxx USA Discover Group will have the right to prosecute or continue to prosecute claims with respect to the Xxxxxx USA Discover Business properly asserted under Occurrence Based Policies for claims which arose at or prior to the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow; and (iii) Discover and the other members of the Discover Group will have the right to assert and/or continue to prosecute claims with respect to the Discover Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time 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 clauses (i), (ii) and (iiiii), (A) subject to Section 4.04(c4.05(b), the Xxxxxx Oil Xxxxxxx Group may, at any time, without liability or obligation to the Xxxxxx USA Discover Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (B) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions which require a payment by a member of the Xxxxxx Oil Xxxxxxx Group in respect thereof, Xxxxxx USA Discover shall reimburse such member of the Xxxxxx Oil Xxxxxxx Group for a pro rata portion of such payment based on Xxxxxx USADiscover’s interest in such claim; , (C) Xxxxxx USA Discover shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (D) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d4.05(b). (b) Xxxxxx Oil will use reasonable efforts to assist Xxxxxx USA in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Xxxxxxx Group will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Discover Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time. (c) In the event that after the Distribution Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At From and after the Distribution Time: Time of Distribution, CombiMatrix and the CombiMatrix Subsidiaries will have no rights with respect to any Policies, except that: (i) Xxxxxx USA and the other members of the Xxxxxx USA Group CombiMatrix will have the right to assert claims (and prosecute and/or continue Acacia will use commercially reasonable efforts to prosecute claims assist CombiMatrix in asserting claims) for any Losses loss, liability or damage with respect to the Xxxxxx USA Business CombiMatrix Assets or CombiMatrix Liabilities under Xxxxxx Oil Policies that cover any member of the Xxxxxx USA Group and/or any or all of the Xxxxxx USA Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party third-party insurers that which are “occurrence basedbasis” insurance policies (such Shared Policies, “Occurrence Based Basis Policies”) arising out of insured occurrences incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Time to the extent that the terms and conditions of any such Occurrence Based Basis Policies and agreements relating thereto so allow and allow, and (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group CombiMatrix will have the right to continue to prosecute claims with respect to CombiMatrix Assets or CombiMatrix Liabilities properly asserted with an insurer prior to the Xxxxxx USA Business Time of Distribution (and Acacia will use commercially reasonable efforts to assist CombiMatrix in connection therewith) under Shared Policies with Third Party third-party insurers that which are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Time of Distribution Time 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) subject to Section 4.04(c)all of Acacia’s and each Acacia Subsidiary’s reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by CombiMatrix, (B) Acacia and the Xxxxxx Oil Group Acacia Subsidiaries may, at any time, without liability or obligation to the Xxxxxx USA GroupCombiMatrix or any CombiMatrix Subsidiary(other than as set forth in Section 5.01(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (BC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and(D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any payment or reimbursement obligations of Acacia, with respect to any such deductibles, retentions Acacia Subsidiary or self-insurance provisions which require a payment by a member any Affiliate of the Xxxxxx Oil Group Acacia or any Acacia Subsidiary in respect thereof, Xxxxxx USA shall reimburse such member of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claim; (C) Xxxxxx USA shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims thereof and (DE) such claims will be subject to exhaustion of existing sublimits aggregate limits. In the event that claims submitted by Acacia and CombiMatrix exhaust existing aggregate limits in any one policy year, the amount payable under the Policies shall be allocated pro rata based on the amounts paid in satisfaction of such claims or the amounts that would have been paid to satisfy such claims absent exhaustion of Policy limits. To the extent the amount paid to CombiMatrix or Acacia, as provided the case may be, in Section 4.04(d). (b) Xxxxxx Oil will satisfaction of claims exceeds its pro rata portion, CombiMatrix or Acacia, as the case may be, shall pay to the other party an amount equal to such excess. Acacia’s obligation to use commercially reasonable efforts to assist Xxxxxx USA CombiMatrix in asserting claims and establishing under applicable Policies will include using commercially reasonable efforts in assisting CombiMatrix to establish its right to coverage under applicable Shared such Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil GroupAcacia’s reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by Xxxxxx USA following receipt CombiMatrix). None of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle Acacia or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Group Acacia Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may will not provide any coverage to CombiMatrix and the Xxxxxx USA Group CombiMatrix Subsidiaries for incidents occurring prior to the Time of Distribution Time but that which are asserted with the insurance carrier after the Distribution Time. (c) In Time of Distribution. If a claim or claims submitted by CombiMatrix are paid under any Policy during any policy year in which no claim or claims are paid to Acacia, and Acacia’s annual premium increases in the event that after the Distribution Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, next policy year in respect of periods the Policy, then the full amount of coverage prior such premium increase in the first policy year after such CombiMatrix claim or claims are paid shall be deemed to be attributable to the Distribution TimeCombiMatrix claim or claims and charged to CombiMatrix. Promptly (and in no event later than ten (10) Business Days) after receipt of a written request by Acacia, CombiMatrix shall reimburse Acacia for the full amount of such annual premium increase. If claims submitted by both Acacia and CombiMatrix are paid under which Xxxxxx USAthe same Policy during any policy year, and Acacia’s annual premium increases in the Xxxxxx USA Business or the other members next policy year in respect of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata then the amount of the available insurance proceeds, premium increase will be allocated between Acacia and CombiMatrix based on the relationship amount of the Loss incurred by claims paid to each such party bears to during the total Loss to both such parties from the occurrence or event underlying the Related Claims. prior policy year. Promptly (e) In and in no event later than ten (except as provided in Section 4.04(c10) or Section 4.04(d)Business Days) will any member after receipt of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect a written request by Acacia, CombiMatrix shall reimburse Acacia for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration dateits pro rata portion.

Rights Under Shared Policies. (a) At and after the Distribution Trigger Time: (i) Xxxxxx USA , the Company and the other members of the Xxxxxx USA Lithium Group will have the right right, but not the obligation, to assert and prosecute and/or continue to prosecute claims for any Losses Liabilities with respect to the Xxxxxx USA Business Lithium Business, to the extent assumed by the Company or any member of the Lithium Group pursuant to this Agreement, under Xxxxxx Oil Parent Policies that cover any member of the Xxxxxx USA Lithium Group and/or any or all of the Xxxxxx USA Lithium Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) with third-party insurers (“Shared Policies”excluding any self-insured, captive insurance or similar program) with Third Party insurers that are “occurrence based” insurance policies excess liability Policies (such collectively, the “Shared Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Trigger Time to the extent that the terms and conditions of any such Occurrence Based Shared Policies and agreements relating thereto so allow and (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group will have the right all such claims pursuant to continue to prosecute claims with respect to the Xxxxxx USA Business under Shared Policies in accordance with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policiesthis ‎Section 7.04, “Claims Made PoliciesCovered Claims”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow); provided that in that: (a) the case of clauses (i) and (ii), (A) subject to Section 4.04(c), the Xxxxxx Oil Parent Group may, at any time, without liability or obligation to the Xxxxxx USA Lithium Group, amend, commute, terminate, buy-out, release, sell back, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, releases, sale back arrangements, extinguishments and modifications); (B) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions which require a payment by a member of the Xxxxxx Oil Group in respect thereof, Xxxxxx USA shall reimburse such member of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claim; (C) Xxxxxx USA shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (D) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d).; (b) Xxxxxx Oil the Company will promptly notify Parent of any Covered Claim and consult with Parent (and Parent will promptly respond to the Company’s request to consult) regarding such Covered Claim, and Parent shall use commercially reasonable efforts to assist Xxxxxx USA assert and prosecute such Covered Claim in asserting claims accordance with the terms of ‎Section 7.05, to the extent that the terms and establishing its right to coverage under applicable conditions of any such Shared Policies if Policy and agreements relating thereto so requested by Xxxxxx USA in writing (so long as all allow, and shall provide the Company with regular updates on the status of the Xxxxxx Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No Covered Claim; provided that no member of the Xxxxxx Oil Parent Group will bear any Liability liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time.; (c) In the event that after the Distribution Time Xxxxxx Oil proposes subject to amendSections ‎7.04(d) and ‎7.04(e), commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business proceeds received by Parent or the other members of the Xxxxxx USA Parent Group has from any third-party insurer that relate to any Covered Claim will be promptly paid to the Company by Parent or may in the future have rights to assert claims pursuant to this Article 4 in a manner applicable member of the Parent Group; provided, however, that would adversely affect any such rights recovery and payment will be subject to (x) the amount of Xxxxxx USAany applicable deductibles, the Xxxxxx USA Business retentions or any of the other members of the Xxxxxx USA Groupmatching deductible provisions, (i) Xxxxxx Oil willand, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to any such action deductibles, retentions or matching deductible provisions which require a payment by a member of the Parent Group in respect thereof, the Company will make such payment on behalf of Parent or the applicable member of the Parent Group, and (iiy) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil)any claims handling expenses, if anyunreimbursed allocated loss adjustment or defense expenses and any amounts related to, arising out of or resulting from any net proceeds actually received by Xxxxxx Oil residual Liability arising from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action).Covered Claim; (d) To in the extent event that a Covered Claim relates to the limits of same occurrence for which Parent is seeking coverage under any Shared Policy (a “Related Claim” and each other Covered Claim, an “Unrelated Claim”), any proceeds received by Parent or the members of the Parent Group from any third-party insurer that relate to such Related Claim will be allocated, subject to ‎Section 7.04(e) and existing sublimits and aggregate limits of such Shared Policy, pro rata based on the share of the loss incurred by each of Parent and the Company (or the members of their respective Groups); (e) any Covered Claims will be subject to exhaustion of the Shared Policies, including existing sublimits and aggregate limits, and to the extent any such limits preclude payment in full of Unrelated Claims filed by any member Parent and the Company (and the members of the Xxxxxx Oil Group, on the one hand, and any member each of the Xxxxxx USA Group, on the other handtheir respective Groups), the insurance proceeds available under such Shared Policy shall will be paid to Xxxxxx Oil and/or Xxxxxx USA, allocated between Parent and the Company as applicablefollows: (i) in the case of Unrelated Claims, on a FIFO Basis. In ; and (ii) in the event that any member case of Related Claims, pro rata based on available insurance proceeds pursuant to such Shared Policy as if the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files coverage for such Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims.was infinite; (ef) In in no event (except as provided in Section 4.04(c) or Section 4.04(d‎Section 7.04(d)) will any member of the Xxxxxx Oil Parent Group have any liability or obligation Liability whatsoever to any member of the Xxxxxx USA Lithium Group if (x) any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Lithium Group for any reason whatsoever or is not renewed or extended beyond the current expiration date, or (y) any insurer fails to pay any claim under any Shared Policy; and (g) any amounts unpaid by the Company in accordance with the terms of this ‎Article VII shall be subject to the terms of ‎Section 8.02.

Rights Under Shared Policies. (a) At and after the Distribution Effective Time: (i) Xxxxxx USA and subject to the other members provisions of the Xxxxxx USA Group Section 8.04(d), EHP will have the right to assert and prosecute and/or continue to prosecute claims for any Losses Liabilities with respect to the Xxxxxx USA EHP Business and/or the EHP Insureds under Xxxxxx Oil EPC Policies that cover any member of the Xxxxxx USA Group and/or any or all of the Xxxxxx USA Business within the definition of the named insured, additional named insured, additional insured or insured provided coverage for such Liabilities (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party insurers that are on an occurrence basis (“occurrence based” insurance policies (such Shared Policies, “Occurrence Occurrence-Based Policies”) relating to, arising out of insured occurrences or due to, directly or indirectly, any event or occurrence occurring from the date coverage thereunder first commenced until the Distribution Time prior to the extent that Effective Time subject to the terms terms, conditions and conditions exclusions of any such Occurrence Occurrence-Based Policies and agreements relating thereto so allow Policies; and (ii) Xxxxxx USA and subject to the other members provisions of the Xxxxxx USA Group Section 8.04(c), EHP will have the right to assert and/or continue to prosecute claims for any Liabilities with respect to the Xxxxxx USA EHP Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims claims-made” basis (such Shared Policies, “Claims Claims-Made Policies”) reported after the Effective Time and arising out of insured incidents wrongful acts committed or loss occurrences occurring from the date coverage thereunder first commenced until the Distribution Time prior to the extent that Effective Time, subject to the terms terms, conditions and conditions exclusions of any such Claims Claims-Made Policies and agreements relating thereto so allow; provided that in agreements. (b) For those claims asserted and/or prosecuted by any EHP Insured under either the case of clauses Occurrence-Based Policies or the Claims-Made Policies: (i) and all of the EPC Insureds’ reasonable out-of-pocket expenses incurred in connection with their efforts to assist any EHP Insured in asserting or continuing to prosecute the claims will be promptly paid by EHP following receipt of an invoice for such expenses; (ii), (A) subject to Section 4.04(c), the Xxxxxx Oil Group may, at any time, without liability or obligation to the Xxxxxx USA Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modificationsmodifications of the Shared Policies subject to Section 8.04(c), and (d); (Biii) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions deductibles or self-insurance provisionsinsured retentions, and, with respect to any such deductibles, retentions deductibles or self-insurance provisions insured retentions which require a payment by a member of the Xxxxxx Oil any EPC Group Member in respect thereof, Xxxxxx USA EHP shall reimburse such member of the Xxxxxx Oil EPC Group Member for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claimpayment; and (Civ) Xxxxxx USA EHP shall be responsible for and shall pay any out-of-pocket expenses for prosecuting, claims handling expenses or residual Liability arising from such claims and (D) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d). (b) Xxxxxx Oil will use reasonable efforts to assist Xxxxxx USA in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Group will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Timeclaims. (c) In the event that after the Distribution Time Xxxxxx Oil Effective Time, EPC proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, Policies under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group an EHP Insured has or may in the future have rights to assert claims pursuant to this Article 4 VIII in a manner that would reasonably be expected to adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or an EHP Insured in any of the other members of the Xxxxxx USA Groupmaterial respect, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, EPC will give Xxxxxx USA EHP prior notice thereof and consult with Xxxxxx USA EHP with respect to such action and action, (ii) Xxxxxx Oil EPC will not take such action without the prior written consent of EHP, such consent not to be unreasonably withheld, conditioned or delayed, and (iii) EPC will pay to Xxxxxx USA EHP its equitable share (as reasonably determined which shall be mutually agreed upon by Xxxxxx OilEPC and EHP, acting reasonably), if any, of any net proceeds actually received by Xxxxxx Oil EPC (or any EPC Group Member) from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil EPC (after deducting Xxxxxx OilEPC’s out-of-pocket expenses Expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil EPC Group Member have any liability or obligation whatsoever to any member of the Xxxxxx USA Group EHP Insured if any Shared Policy is terminated or otherwise ceases to be in effect for any reasonreason (other than a termination in breach of Section 8.04(c)), is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group EHP Insured for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At and after the Distribution Effective Time: (i) Xxxxxx USA and subject to the other members provisions of the Xxxxxx USA Group Section 8.04(d), EHP will have the right to assert and prosecute and/or continue to prosecute claims for any Losses Liabilities with respect to the Xxxxxx USA EHP Business and/or the EHP Insureds under Xxxxxx Oil EPC Policies that cover any member of the Xxxxxx USA Group and/or any or all of the Xxxxxx USA Business within the definition of the named insured, additional named insured, additional insured or insured provided coverage for such Liabilities (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party insurers that are on an occurrence basis (“occurrence based” insurance policies (such Shared Policies, “Occurrence Occurrence-Based Policies”) relating to, arising out of insured occurrences or due to, directly or indirectly, any event or occurrence occurring from the date coverage thereunder first commenced until the Distribution Time prior to the extent that Effective Time subject to the terms terms, conditions and conditions exclusions of any such Occurrence Occurrence-Based Policies and agreements relating thereto so allow Policies; and (ii) Xxxxxx USA and subject to the other members provisions of the Xxxxxx USA Group Section 8.04(c), EHP will have the right to assert and/or continue to prosecute claims for any Liabilities with respect to the Xxxxxx USA EHP Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims claims-made” basis (such Shared Policies, “Claims Claims-Made Policies”) reported after the Effective Time and arising out of insured incidents wrongful acts committed or loss occurrences occurring from the date coverage thereunder first commenced until the Distribution Time prior to the extent that Effective Time, subject to the terms terms, conditions and conditions exclusions of any such Claims Claims-Made Policies and agreements relating thereto so allow; provided that in agreements. (b) For those claims asserted and/or prosecuted by any EHP Insured under either the case of clauses Occurrence-Based Policies or the Claims-Made Policies: (i) and all of the EPC Insureds’ reasonable out-of-pocket expenses incurred in connection with their efforts to assist any EHP Insured in asserting or continuing to prosecute the claims will be promptly paid by EHP following receipt of an invoice for such expenses; (ii), (A) subject to Section 4.04(c), the Xxxxxx Oil Group may, at any time, without liability or obligation to the Xxxxxx USA Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modificationsmodifications of the Shared Policies subject to Section 8.04(c) and (d); (Biii) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions deductibles or self-insurance provisionsinsured retentions, and, with respect to any such deductibles, retentions deductibles or self-insurance provisions insured retentions which require a payment by a member of the Xxxxxx Oil any EPC Group Member in respect thereof, Xxxxxx USA EHP shall reimburse such member of the Xxxxxx Oil EPC Group Member for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claimpayment; and (Civ) Xxxxxx USA EHP shall be responsible for and shall pay any out-of-pocket expenses for prosecuting, claims handling expenses or residual Liability arising from such claims and (D) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d). (b) Xxxxxx Oil will use reasonable efforts to assist Xxxxxx USA in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Group will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Timeclaims. (c) In the event that after the Distribution Time Xxxxxx Oil Effective Time, EPC proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, Policies under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group an EHP Insured has or may in the future have rights to assert claims pursuant to this Article 4 VIII in a manner that would reasonably be expected to adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or an EHP Insured in any of the other members of the Xxxxxx USA Groupmaterial respect, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, EPC will give Xxxxxx USA EHP prior notice thereof and consult with Xxxxxx USA EHP with respect to such action and action, (ii) Xxxxxx Oil EPC will not take such action without the prior written consent of EHP, such consent not to be unreasonably withheld, conditioned or delayed, and (iii) EPC will pay to Xxxxxx USA EHP its equitable share (as reasonably determined which shall be mutually agreed upon by Xxxxxx OilEPC and EHP, acting reasonably), if any, of any net proceeds actually received by Xxxxxx Oil EPC (or any EPC Group Member) from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil EPC (after deducting Xxxxxx OilEPC’s out-of-pocket expenses Expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil EPC Group Member have any liability or obligation whatsoever to any member of the Xxxxxx USA Group EHP Insured if any Shared Policy is terminated or otherwise ceases to be in effect for any reasonreason (other than a termination in breach of Section 8.04(c)), is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group EHP Insured for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At Xxxxxxx shall use commercially reasonable efforts to (x) maintain or cause to be maintained in full force and effect all liability, property or casualty Shared Policies until the Closing; (y) for a period of three years concluding on the third anniversary of the Closing Date, enable the SpinCo Group to file, notice and otherwise continue to pursue any applicable claims for events occurring prior to the Closing on behalf of the NP Business under any occurrence form Shared Policy to the extent in effect at the time of such event; and (z) enable the SpinCo Group to recover, on behalf of the NP Business, Insurance Proceeds under the terms of such Shared Policies (including recovery of such Insurance Proceeds after the Distribution Time: Closing, but only to the extent such policies would otherwise permit such recovery by Xxxxxxx) to the extent that the SpinCo Group has suffered damages in respect of such event; in each case, provided that: (i) Xxxxxx USA the SpinCo Group shall promptly notify Xxxxxxx’x Corporate Risk Management Department of all such claims and/or efforts to seek recovery and shall cooperate with Xxxxxxx in pursuing all such claims; (ii) the SpinCo Group shall be solely responsible for notifying any and all insurance companies of such claims and complying with all policy conditions for such claims; and (iii) the SpinCo Group shall (1) exclusively bear and be liable (and Xxxxxxx shall have no obligation to repay and reimburse the SpinCo Group) for all deductibles and retentions, self-insured and uninsured, uncovered, unavailable or uncollectible amounts relating to or associated with such claims, whether made by the Transferred Entities, their employees or third parties, (2) be exclusively responsible for maintaining any guaranty, security or other members collateral associated with the payment of such deductibles or retentions required by any third party insurer and (3), to the extent the Xxxxxxx or any of its Affiliates maintains any such guaranty, security or collateral as of the Xxxxxx USA Group will have the right Closing Date, shall use commercially reasonable efforts to assert and prosecute and/or continue to prosecute claims for any Losses with respect novate such guaranty, security or collateral obligations to the Xxxxxx USA Business under Xxxxxx Oil Policies SpinCo Group (it being understood that cover any member if such guaranty, security or collateral cannot be so novated, Xxxxxxx or its applicable Affiliate shall maintain such guaranty, security or collateral for the benefit of the Xxxxxx USA SpinCo Group and/or and SpinCo shall indemnify Xxxxxxx and its Affiliates against, and hold each of them harmless from, any and all Damages incurred or all suffered by Xxxxxxx or any of the Xxxxxx USA Business within the definition its Affiliates related to or arising out of the named insuredmaintaining such guaranty, additional named insuredsecurity or collateral, additional insured or insured (excluding, for including any costs related thereto). For the avoidance of doubt, any group health from and welfare insurance policies) (“Shared Policies”) with Third Party insurers that are “occurrence based” insurance policies (such Shared Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from after the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow and (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group will have the right to continue to prosecute claims with respect to the Xxxxxx USA Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time 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 clauses (i) and (ii)Closing, (A) subject the NP Business shall cease to be insured by Xxxxxxx’x or its Affiliates’ current and historical insurance policies or programs (other than the occurrence form Shared Policies in accordance with the terms of this Section 4.04(c5.04), the Xxxxxx Oil Group may, at any time, without liability or obligation to the Xxxxxx USA Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); (B) such claims will be subject the SpinCo Group shall have no access, right, title or interest to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to in any such deductiblespolicies or programs, retentions or self-insurance provisions which require a payment by a member of the Xxxxxx Oil Group in respect thereof, Xxxxxx USA shall reimburse such member of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claim; and (C) Xxxxxx USA the SpinCo Group shall be solely responsible for and shall pay providing insurance to the NP Business for any claims handling expenses events occurring on or residual Liability arising from such claims and (D) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d)after the Closing Date. (b) Xxxxxx Oil will use reasonable efforts Notwithstanding the above, to assist Xxxxxx USA in asserting claims and establishing its right the extent the aggregate amount of insured damages sought to coverage under applicable Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Group will bear any Liability for the failure of an insurer to pay any claim recovered under any Shared Policy. It is understood that any Claims Made Policies may not provide any Policy maintained by Xxxxxxx exceeds the coverage amount of such policy, available coverage under such policy shall be allocated first to the Xxxxxx USA Xxxxxxx Group regardless of when such covered damages arose (and the SpinCo Group agrees to reimburse the Xxxxxxx Group for incidents occurring prior any and all damages and costs incurred by the Xxxxxxx Group directly or indirectly as a result of its claims, which damages were not recoverable under any applicable Shared Policy that would have been recoverable by the Xxxxxxx Group under such policy but for the SpinCo Group’s recovery under such policies pursuant to this Article 5) and second to the Distribution Time but that are asserted with the insurance carrier after the Distribution TimeSpinCo Group. (c) In the event that after the Distribution Effective Time Xxxxxx Oil Xxxxxxx proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Effective Time, under which Xxxxxx USASpinCo, the Xxxxxx USA NP Business or the other members of the Xxxxxx USA SpinCo Group has or may in the future have rights to assert claims pursuant to this Article 4 5 in a manner that would adversely affect any such rights of Xxxxxx USASpinCo, the Xxxxxx USA NP Business or any of the other members of the Xxxxxx USA SpinCo Group, (i) Xxxxxx Oil Xxxxxxx will, if such proposed action would be material to the Xxxxxx USA SpinCo Group, give Xxxxxx USA SpinCo prior notice thereof and consult with Xxxxxx USA SpinCo with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c5.04(b) or Section 4.04(d(c)) will any member of the Xxxxxx Oil Xxxxxxx Group have any liability Liability or obligation whatsoever to any member of the Xxxxxx USA SpinCo Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability Loss of any member of the Xxxxxx USA SpinCo Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At and after the Distribution Time: (i) Xxxxxx USA TopBuild and the other members of the Xxxxxx USA TopBuild Group will have the right to assert and prosecute and/or continue to prosecute claims for any Losses Liabilities with respect to the Xxxxxx USA TopBuild Business under Xxxxxx Oil Masco Policies that cover any member of the Xxxxxx USA TopBuild Group and/or any or all of the Xxxxxx USA TopBuild Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any (x) group health and welfare insurance policiespolicies and (y) Matching Deductible Policies (collectively, but subject to such exclusions described in the immediately preceding clauses (x) and (y), the “Shared Policies”) with Third Party insurers that are “occurrence based” insurance policies (such Shared Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Time Time, to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow allow, and (ii) Xxxxxx USA TopBuild and the other members of the Xxxxxx USA TopBuild Group will have the right to continue to prosecute claims with respect to the Xxxxxx USA TopBuild Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time Time, if reported within the applicable reporting period under any such policy and 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 clauses (i) and (ii)that, (A) subject to Section 4.04(c), the Xxxxxx Oil Masco Group may, at any time, without liability or obligation to the Xxxxxx USA TopBuild Group, amend, commute, terminate, buy-out, release, sell back, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, releases, sale back arrangements, extinguishments and modifications); provided, however, that Masco shall provide TopBuild with 30 days’ written notice prior to amending, commuting, terminating, buying-out, releasing, selling back, extinguishing liability under or otherwise modifying such Shared Policies; (B) at least ten (10) days prior to asserting or tendering a new claim for any Liabilities with respect to the TopBuild Business under any Shared Policies, TopBuild will consult with Masco (and Masco will promptly respond to TopBuild’s request to consult, failing which, TopBuild will have met its obligation under this Section 4.04(a)(i)(B)) with respect to the assertion and/or tender of any such claim; (C) any claims made by TopBuild will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance matching deductible provisions, and, with respect to any such deductibles, retentions or self-insurance matching deductible provisions which require a payment by a member of the Xxxxxx Oil Masco Group in respect thereof, Xxxxxx USA TopBuild shall reimburse make such payment on behalf of Masco and/or the applicable member of the Xxxxxx Oil Masco Group for a pro rata portion of such payment based on Xxxxxx USAin proportion to TopBuild’s interest in such claim; (CD) Xxxxxx USA TopBuild shall be responsible for and shall pay any claims handling expenses, unreimbursed allocated loss adjustment or defense expenses and any amounts related to, arising out of or resulting from residual Liability arising from such claims claims; and (DE) such any claims made by TopBuild will be subject to exhaustion of the Shared Policies, including existing sublimits and aggregate limits as provided in Section 4.04(d). (b. Any amounts unpaid by TopBuild under this Section 4.04(a) Xxxxxx Oil will use reasonable efforts to assist Xxxxxx USA in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxx Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expenses), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member of the Xxxxxx Oil Group will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time. (c) In the event that after the Distribution Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid subject to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims TopBuild’s indemnification obligations under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related ClaimsArticle 6. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At and after the Distribution Time: (i) Xxxxxx Mxxxxx USA and the other members of the Xxxxxx Mxxxxx USA Group will have the right to assert and prosecute and/or continue to prosecute claims for any Losses with respect to the Xxxxxx Mxxxxx USA Business under Xxxxxx Mxxxxx Oil Policies that cover any member of the Xxxxxx Mxxxxx USA Group and/or any or all of the Xxxxxx Mxxxxx USA Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party insurers that are “occurrence based” insurance policies (such Shared Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow and (ii) Xxxxxx Mxxxxx USA and the other members of the Xxxxxx Mxxxxx USA Group will have the right to continue to prosecute claims with respect to the Xxxxxx Mxxxxx USA Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time 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 clauses (i) and (ii), (A) subject to Section 4.04(c), the Xxxxxx Mxxxxx Oil Group may, at any time, without liability or obligation to the Xxxxxx Mxxxxx USA Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); (B) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions which require a payment by a member of the Xxxxxx Mxxxxx Oil Group in respect thereof, Xxxxxx Mxxxxx USA shall reimburse such member of the Xxxxxx Mxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx Mxxxxx USA’s interest in such claim; (C) Xxxxxx Mxxxxx USA shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (D) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d). (b) Xxxxxx Mxxxxx Oil will use reasonable efforts to assist Xxxxxx Mxxxxx USA in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx Mxxxxx USA in writing (so long as all of the Xxxxxx Mxxxxx Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx Mxxxxx USA following receipt of an invoice for such expenses), but Xxxxxx Mxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx Mxxxxx USA. No member of the Xxxxxx Mxxxxx Oil Group will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx Mxxxxx USA Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time. (c) In the event that after the Distribution Time Xxxxxx Mxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx Mxxxxx USA, the Xxxxxx Mxxxxx USA Business or the other members of the Xxxxxx Mxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx Mxxxxx USA, the Xxxxxx Mxxxxx USA Business or any of the other members of the Xxxxxx Mxxxxx USA Group, (i) Xxxxxx Mxxxxx Oil will, if such proposed action would be material to the Xxxxxx Mxxxxx USA Group, give Xxxxxx Mxxxxx USA prior notice thereof and consult with Xxxxxx Mxxxxx USA with respect to such action and (ii) Xxxxxx Mxxxxx Oil will pay to Xxxxxx Mxxxxx USA its equitable share (as reasonably determined by Xxxxxx Mxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Mxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Mxxxxx Oil (after deducting Xxxxxx Mxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Mxxxxx Oil Group, on the one hand, and any member of the Xxxxxx Mxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Mxxxxx Oil and/or Xxxxxx Mxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Mxxxxx Oil Group, on the one hand, and any member of the Xxxxxx Mxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Mxxxxx Oil and Xxxxxx Mxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Mxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx Mxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx Mxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At and after the Distribution Time: (i) Xxxxxx USA Spin Co and the other members of the Xxxxxx USA Spin Co Group will have the right to assert and prosecute and/or continue to prosecute claims for any Losses Liabilities with respect to the Xxxxxx USA Spin Co Business under Xxxxxx Oil Masco Policies that cover any member of the Xxxxxx USA Spin Co Group and/or any or all of the Xxxxxx USA Spin Co Business within the definition of the named insured, additional named insured, additional insured or insured (“Shared Policies”; excluding, for the avoidance of doubt, any (x) group health and welfare insurance policies and (y) matching deductible policies) (“Shared Policies”, including the programs set forth on Schedule 4.09) with Third Party insurers that are “occurrence based” insurance policies (such Shared Policies, “Occurrence Based Policies”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow allow, and (ii) Xxxxxx USA Spin Co and the other members of the Xxxxxx USA Spin Co Group will have the right to continue to prosecute claims with respect to the Xxxxxx USA Spin Co Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time 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 clauses (i) and (ii), (A) subject to Section 4.04(c), the Xxxxxx Oil Masco Group may, at any time, without liability or obligation to the Xxxxxx USA Spin Co Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); (B) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance matching deductible provisions, and, with respect to any such deductibles, retentions or self-insurance matching deductible provisions which require a payment by a member of the Xxxxxx Oil Masco Group in respect thereof, Xxxxxx USA Spin Co shall reimburse such member of the Xxxxxx Oil Masco Group for a pro rata portion of such payment based on Xxxxxx USASpin Co’s interest in such claim; (C) Xxxxxx USA Spin Co shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (D) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d). (b) Xxxxxx Oil Masco will use reasonable efforts to assist Xxxxxx USA Spin Co in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Xxxxxx USA Spin Co in writing (so long as all of the Xxxxxx Oil Masco Group’s out-of-pocket expenses in connection therewith are promptly paid by Xxxxxx USA Spin Co following receipt of an invoice for such expenses), but Xxxxxx Oil Masco will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. Spin Co. No member of the Xxxxxx Oil Masco Group will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Spin Co Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time. (c) In the event that after the Distribution Time Xxxxxx Oil Masco proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USASpin Co, the Xxxxxx USA Spin Co Business or the other members of the Xxxxxx USA Spin Co Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USASpin Co, the Xxxxxx USA Spin Co Business or any of the other members of the Xxxxxx USA Spin Co Group, Masco will (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Spin Co Group, give Xxxxxx USA Spin Co prior notice thereof and consult with Xxxxxx USA Spin Co with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA Spin Co its equitable share (as reasonably determined by Xxxxxx OilMasco), if any, of any net proceeds actually received by Xxxxxx Oil Masco from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil Masco (after deducting Xxxxxx OilMasco’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Masco Group, on the one hand, and any member of the Xxxxxx USA Spin Co Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil Masco and/or Xxxxxx USASpin Co, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Masco Group, on the one hand, and any member of the Xxxxxx USA Spin Co Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil Masco and Xxxxxx USA Spin Co shall receive a pro rata amount of the available insurance proceeds, as may be reasonably determined by Masco, based on the relationship the Loss Liability incurred by each such party bears to the total Loss Liability to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Masco Group have any liability or obligation Liability whatsoever to any member of the Xxxxxx USA Spin Co Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Spin Co Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Rights Under Shared Policies. (a) At From and after the Distribution Distributions Time: , (i) Xxxxxx USA and the other members of the Xxxxxx USA Group Xxxxx Parties will have the right to assert claims (and prosecute and/or continue the Xxxxxxx-Xxxxxx Parties will use reasonable best efforts to prosecute assist the Xxxxx Parties in asserting claims if so requested) for any Losses loss, liability or damage with respect to the Xxxxxx USA Xxxxx Business under Xxxxxx Oil Shared Policies that cover any member of the Xxxxxx USA Group and/or any or all of the Xxxxxx USA Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with Third Party third party insurers that are “occurrence basedbasis” insurance policies (such Shared Policies, “Occurrence Based Basis Policies”) arising out of insured occurrences incidents occurring from the date coverage thereunder first commenced until the Distribution Distributions Time to the extent that the terms and conditions of any such Occurrence Based Basis Policies and agreements relating thereto so allow and allow; (ii) Xxxxxx USA and the other members of the Xxxxxx USA Group Xxxxx Parties will have the right to continue to prosecute claims with respect to the Xxxxx Business properly asserted with the insurer prior to the Distributions Time (and the Xxxxxxx-Xxxxxx USA Business Parties will use reasonable best efforts to assist the Xxxxx Parties in connection therewith if so requested) under Shared Policies with Third Party third party insurers that are made under liability insurance policies written on a “claims made” basis (such Shared Policies, “Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Distributions Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided (iii) (1) with respect to the Captive Policies, to the extent available to Xxxxxxx-Xxxxxx Group members, the Xxxxx Parties shall have the right to obtain detailed loss information with respect to the Xxxxx Business to the extent required to complete future renewal negotiations and actuarial reviews of the Xxxxx Parties and (2) with respect Shared Policies, the members of the Xxxxxxx-Xxxxxx Group shall request that the underwriters or claims administrators under such policies provide the Xxxxx Parties with detailed loss information with respect to the Xxxxx Business to the extent required to complete future renewal negotiations and actuarial reviews of the Xxxxx Parties, in the case of each of clause (1) and (2), at no cost to the Xxxxx Parties; and (iv) to the extent that Xxxxxxx-Xxxxxx is able to keep members of the Xxxxx Group as named insureds under Claims Made Policies at no expense or other cost (financial or otherwise) to any member of the Xxxxxxx-Xxxxxx Group or any of its Affiliates, which Xxxxxxx-Xxxxxx shall use its reasonable best efforts to do, and to the extent permitted by such Claims Made Policies, the Xxxxx Parties may prosecute claims with respect to the Xxxxx Business under such Claims Made Policies arising out of insured incidents occurring from the date of coverage thereunder first commenced until the Distributions Time 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 through (iiiv), (A) subject to Section 4.04(c)all of the Xxxxxxx-Xxxxxx Parties’ and each of the other members of the Xxxxxxx-Xxxxxx Groups reasonable costs and expenses incurred in connection with the foregoing are promptly paid by the Xxxxx Parties, (B) other than the Captive Policies, the Xxxxxxx-Xxxxxx Oil Parties and the other members of the Xxxxxxx-Xxxxxx Group may, at any time, without liability or obligation to the Xxxxxx USA GroupXxxxx Parties or any of their Subsidiaries (other than as set forth in Section 5.01(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); , (BC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect (D) such claims will be subject to (and recovery thereon will be reduced by the amount of) any such deductibles, retentions payment or self-insurance provisions which require a payment by a member reimbursement obligations of the Xxxxxxx-Xxxxxx Oil Group Parties, any of their Subsidiaries or any Affiliate of the Xxxxxxx-Xxxxxx Parties or any their Subsidiaries in respect thereof, Xxxxxx USA shall reimburse such member of the Xxxxxx Oil Group for a pro rata portion of such payment based on Xxxxxx USA’s interest in such claim; (C) Xxxxxx USA shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims thereof and (DE) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d). (b) limits. The Xxxxxxx-Xxxxxx Oil will Parties’ obligation to use reasonable best efforts to assist Xxxxxx USA the Xxxxx Parties in asserting claims and establishing its under applicable Shared Policies will include using reasonable best efforts in assisting the Xxxxx Parties to establish their right to coverage under applicable such Shared Policies if so requested by Xxxxxx USA in writing (so long as all of the Xxxxxxx-Xxxxxx Oil Group’s Parties’ reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by Xxxxxx USA following receipt of an invoice for such expensesthe Xxxxx Parties), but Xxxxxx Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Xxxxxx USA. No member None of the Xxxxxxx-Xxxxxx Oil Group Parties or their Subsidiaries will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that except to the extent Xxxxxxx-Xxxxxx is able to keep members of the Xxxxx Group as named insured under Claims Made Policies as provided in, and subject to the terms and conditions of, clause (iii), any Claims Made Policies may will not provide any coverage to the Xxxxxx USA Xxxxx Parties and other members of the Xxxxx Group for incidents occurring prior to the Distribution Distributions Time but that are asserted with the insurance carrier after the Distribution Distributions Time. (c) In the event that after the Distribution Time Xxxxxx Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Xxxxxx USA, the Xxxxxx USA Business or the other members of the Xxxxxx USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Xxxxxx USA, the Xxxxxx USA Business or any of the other members of the Xxxxxx USA Group, (i) Xxxxxx Oil will, if such proposed action would be material to the Xxxxxx USA Group, give Xxxxxx USA prior notice thereof and consult with Xxxxxx USA with respect to such action and (ii) Xxxxxx Oil will pay to Xxxxxx USA its equitable share (as reasonably determined by Xxxxxx Oil), if any, of any net proceeds actually received by Xxxxxx Oil from the insurer under the applicable Shared Policy as a result of such action by Xxxxxx Oil (after deducting Xxxxxx Oil’s out-of-pocket expenses incurred in connection with such action). (d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Xxxxxx Oil and/or Xxxxxx USA, as applicable, on a FIFO Basis. In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims. (e) In no event (except as provided in Section 4.04(c) or Section 4.04(d)) will any member of the Xxxxxx Oil Group have any liability or obligation whatsoever to any member of the Xxxxxx USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Xxxxxx USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.