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).

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). No member of the Xxxxxx 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 Discover Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time.

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). Xxxx Xxx’x obligation to use commercially reasonable efforts to assist CoffeeCo in asserting claims under applicable Shared Policies shall include using commercially reasonable efforts to assist CoffeeCo to establish its right to coverage under such Shared Policies (so long as all of the Xxxx Xxx Parties’ Out-of-Pocket Expenses in connection therewith are promptly paid by CoffeeCo or DutchCo). No Xxxx Xxx Party will bear any Liability for the failure of 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 CoffeeCo Parties for incidents occurring prior to the Effective Time but that are asserted with the insurance carrier after the Effective Time or any extended reporting period or extended discovery period, as applicable, in accordance with the terms of the applicable Policies.

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 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).

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). First Data’s obligation to use commercially reasonable efforts to assist Western Union in asserting claims under applicable Shared Policies will include using commercially reasonable efforts to assist Western Union to establish its right to coverage under such Shared Policies (so long as all of the First Data Parties’ Out-of-Pocket Expenses in connection therewith are promptly paid by Western Union). No 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 Western Union Parties for incidents occurring prior to the Effective Time but that are asserted with the insurance carrier after the Effective Time.

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). No member of the Xxxxxx 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 Discover Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time.

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). Any amounts unpaid by TopBuild under this Section 4.04(a) shall be subject to TopBuild’s indemnification obligations under Article 6.

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).

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).

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 limits. Xxxxxxx-Xxxxxx’x obligation to use reasonable best efforts to assist Spinco in asserting claims under applicable Shared Policies will include using reasonable best efforts in assisting Spinco to establish its right to coverage under such Shared Policies (so long as provided all of Xxxxxxx-Xxxxxx’x reasonable out-of-pocket costs and expenses in Section 4.04(dconnection therewith are promptly paid by Spinco). None of Xxxxxxx-Xxxxxx or the Xxxxxxx-Xxxxxx 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 will not provide any coverage to Spinco and the Spinco Subsidiaries for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time.

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 limits. The Xxxxxxx-Xxxxxx Parties’ obligation to use reasonable best efforts to assist the Xxxxx Parties in asserting claims under applicable Shared Policies will include using reasonable best efforts in assisting the Xxxxx Parties to establish their right to coverage under such Shared Policies (so long as all of the Xxxxxxx-Xxxxxx Parties’ reasonable out-of-pocket costs and expenses in connection therewith are promptly paid by the Xxxxx Parties). None of the Xxxxxxx-Xxxxxx 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 Section 4.04(din, and subject to the terms and conditions of, clause (iii), any Claims Made Policies will not provide any coverage to the Xxxxx Parties and other members of the Xxxxx Group for incidents occurring prior to the Distributions Time but that are asserted with the insurance carrier after the Distributions Time.

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). Any amounts unpaid by TopBuild under this Section 4.04(a) shall be subject to TopBuild’s indemnification obligations under Article 6.

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). No member of the 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 MSCI Group for incidents occurring prior to the End Date but that are asserted with the insurance carrier after the End Date.