Examples of Discover Group in a sentence
Subject to the provisions of this Agreement, (a) the members of the Xxxxxx Xxxxxxx Group shall retain all of their respective rights, benefits and privileges, if any, under the Xxxxxx Xxxxxxx Policies and (b) subject to the Discover Group’s rights under Section 4.05, coverage of the Discover Group under the Xxxxxx Xxxxxxx Policies shall cease as of the Distribution Time.
Each individual who is an officer, director or employee of any member of the Xxxxxx Xxxxxxx Group and any member of the Discover Group shall resign, effective at or prior to the Distribution, from all positions such individual holds with all members of one or the other Group, such that following the Distribution such individual will not hold such positions in both Groups.
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.
Except as specifically provided otherwise in this Agreement or any Ancillary Agreement, all costs and expenses incurred by the Xxxxxx Xxxxxxx Group in connection with the Distribution and related transactions shall be paid by Xxxxxx Xxxxxxx, and all costs and expenses incurred by the Discover Group in connection with the Distribution and related transactions shall be paid by Discover.
In the event that any member of the Xxxxxx Xxxxxxx Group, on the one hand, and any member of the Discover Group, on the other hand, file Related Claims under any Shared Policy, each of Xxxxxx Xxxxxxx and 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.
The parties shall use reasonable efforts to settle all intercompany receivables, payables and other balances (“Intercompany Accounts”) between members of the Xxxxxx Xxxxxxx Group, on the one hand, and members of the Discover Group, on the other hand, except for any such intercompany receivable, payable or other balance to the extent arising under or specifically provided for this Agreement or any Ancillary Agreement.
Each member of the Discover Group, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by any member of the Discover Group and claims relating to any period at or after the Distribution Time involving any member of the Discover Group.
The parties shall use reasonable efforts to settle all intercompany receivables, payables and other balances (“Intercompany Accounts”) between members of the Xxxxxx Xxxxxxx Group, on the one hand, and members of the Discover Group, on the other hand, except for any such intercompany receivable, payable or other balance to the extent arising under or specifically provided for in this Agreement or any Ancillary Agreement.
Each member of the Discover Group, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by any member of the Discover Group claims relating to any period at or after the Distribution Time involving any member of the Discover Group.
Under New York law, a claim for tortious interference with business relations requires: (1) “[A] business relationship between the plaintiff and a third party;(2) the defendant, knowing of that relationship, intentionally interferes with it[;] (3) the defendant acts with the sole purpose of harming the plaintiff, or, failing that level of malice, uses dishonest, unfair, or improper means; and (4) the relationship is injured.” Discover Group, Inc.