Administration Other Matters. 31 SECTION 7.4 Agreement for Waiver of Conflict and Shared Defense..................32 SECTION 7.5 Cooperation..........................................................32 ARTICLE VIII MISCELLANEOUS......................................................................32
Administration Other Matters. (a) ADMINISTRATION. From and after the Distribution Date, IMPCO shall be responsible for (i) Insurance Administration of the Shared Policies and (ii) Claims Administration under such Shared Policies with respect to Insured Claims of IMPCO and Insured Claims of Quantum; provided that the assumption of such responsibilities by IMPCO is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Policies as contemplated by the terms of this Agreement; provided further that IMPCO's assumption of the administrative responsibilities for the Shared Policies shall not relieve the party submitting any Insured Claim of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such party's authority to settle any such Insured Claim within any period permitted or required by the relevant Policy; and provided further that all direct or indirect communication with insurers relating to the Shared Policies shall be conducted by IMPCO. IMPCO may discharge its administrative responsibilities under this Section 8.2 by contracting for the provision of services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Shared Policies to the extent such defense costs are not covered under such Policies and shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective Insured Claims under Shared Policies. The disbursements, out-of-pocket expenses and direct and indirect costs of employees or agents of IMPCO relating to Claims Administration and Insurance Administration contemplated by this Section 8.2(a) shall be for Quantum's account if they relate to Insured Claims of Quantum and for IMPCO's account if they relate to Insured Claims of IMPCO.
Administration Other Matters. 33 7.4 Agreement for Waiver of Conflict and Shared Defense . . . . . . . . .35 7.5 Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
Administration Other Matters. 17 (b)Allocation of Insurance Proceeds.................... 17 Section 5.4. Agreement for Waiver of Conflict and Shared Defense.... 18 Section 5.5. Cooperation............................................ 18
Administration Other Matters. From and after the Spin-Off Date, Geo Point Utah, on the one hand, and Geo Point Nevada on the other hand, shall become responsible for coverage, at its sole cost and expense.
Administration Other Matters. (a) From and after the Separation Time, except as set forth in Section 7.2(c), U S WEST shall be responsible for Insurance Administration under the Joint Insurance Arrangements with respect to MediaOne Liabilities and New U S WEST shall be responsible for Insurance Administration under the Joint Insurance Arrangements with respect to New U S WEST Liabilities. The disbursements, out-of-pocket expenses and costs of employees or agents of U S WEST or New U S WEST relating to Insurance Administration contemplated by this
Administration Other Matters. Consistent with the provisions ------------------------------ of Article VII, after the Distribution Date,
Administration Other Matters. 29 Section 6.4. Agreement for Waiver of Conflict and Shared Defense............................31 Section 6.5. Cooperation....................................................................31 ARTICLE VII MISCELLANEOUS...................................................................................31 Section 7.1. Complete Agreement; Construction...............................................31 Section 7.2. Ancillary Agreements...........................................................31 Section 7.3. Counterparts...................................................................32 Section 7.4. Survival of Agreements.........................................................32 Section 7.5. Distribution Expenses..........................................................32 Section 7.6. Notices........................................................................32 Section 7.7. Waivers........................................................................33 Section 7.8. Amendments.....................................................................33 Section 7.9. Successors and Assigns.........................................................33 Section 7.10. Termination....................................................................33 Section 7.11. Subsidiaries...................................................................33 Section 7.12. Third Party Beneficiaries......................................................33 Section 7.13. Title and Headings.............................................................33 Section 7.14. Exhibits and Schedules.........................................................34 Section 7.15. Governing Law..................................................................34 Section 7.16. Consent to Jurisdiction........................................................34 Section 7.17. Severability...................................................................34 Section 7.18. Consolidation, Merger, Etc.....................................................34 - iii - EXHIBITS Exhibit Description of Exhibit ------- ---------------------- Exhibit A Limited Warranty Deed Exhibit B Employee Benefits Agreement Exhibit C Lease Agreement (Parent Corporate Headquarters) Exhibit D Tax Disaffiliation Agreement Exhibit E Transition Services Agreement SCHEDULES Schedule Description of Schedule -------- ----------------------- Schedule 1.1(p) Corporate Transactions Schedule 1.1(pp) Parent Businesses/Discontinued Parent Businesses Schedule 1...
Administration Other Matters. 39 Section 8.04. Retrospectively Calculated Insurance Premiums................................ 40 Section 8.05. Allocation of Insurance Proceeds; Cooperation................................ 40 Section 8.06. Reimbursement of Expenses.................................................... 40 Section 8.07. Insurer Insolvency or Coverage Controversy................................... 41 Section 8.08. Agreement for Waiver of Conflict and Shared Defense.......................... 41 Section 8.09. Direct Responsibility for Claims; Additional Insurance; No Modifications..... 41 TABLE OF CONTENTS (continued)
Administration Other Matters. From and after the Distribution Effective Time, each Party shall be responsible for claims administration with respect to its respective insured claims and shall provide reasonable assistance to the other Party at the request of the other Party in regards to such claims administration. Each Party shall provide prompt notice to the other Party of any claims submitted by any member of such Party’s Group under the other Party’s Group’s insurance policies and of any insurance proceeds related thereto after the submission of any such claim and again after the receipt of any such insurance proceeds. Each Party shall administer and pay any costs relating to defending its respective insured claims to the extent such defense costs are not covered under such policies, shall be responsible for any amounts of its respective insured claims that fall below applicable deductibles or self-insured retentions, and shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective insured claims. Notwithstanding anything herein to the contrary, Dell shall retain the exclusive right to control the Dell Group’s insurance policies and to amend, modify or waive any of its rights under any such policies. Dell shall have the sole right to commute or otherwise terminate any of the Dell Group’s insurance policies.
