Common use of Allocation of Insurance Proceeds Clause in Contracts

Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies shall be paid to or on behalf of Trinity under the relevant Third Party Shared Policy, and Trinity shall thereafter administer the Third Party Shared Policies, as appropriate, by retaining the Insurance Proceeds with respect to Trinity Liabilities, and by paying the Insurance Proceeds to Arcosa with respect to Arcosa Liabilities. In the event that the aggregate limits on any Third Party Shared Policies are exceeded by the aggregate of outstanding Insured Claims by the Parties or members of their respective Groups, the Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which would have been covered under such Third Party Shared Policy without regard to the limits of such Third Party Shared Policy, and any Party who has received Insurance Proceeds in excess of such Party's respective percentage of Insurance Proceeds shall pay to the other Party the appropriate amount so that each Party will have received its respective percentage of Insurance Proceeds pursuant hereto. Each of the Parties agrees to use commercially reasonable efforts to maximize available coverage under those Third Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, in respect of an Insured Claim to the extent coverage limits under a Third Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

Allocation of Insurance Proceeds. Except as otherwise provided in Section 10.3 and Section 10.4, and where not in conflict with or prohibited by specific insurance policy conditions, Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies shall be paid to or on behalf of Trinity under the relevant Third Party Shared PolicyParent, and Trinity which shall thereafter administer the Third Party Shared PoliciesPolicies by paying the Insurance Proceeds, as appropriate, by retaining the Insurance Proceeds to Parent with respect to Trinity LiabilitiesRetained Business Liabilities or, and by paying the Insurance Proceeds to Arcosa Spinco with respect to Arcosa LDC Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Shared Policies will be made by Parent to the appropriate Party upon receipt from the insurance carrier. In the event that the aggregate limits on any Third Party Shared Policies are exceeded by the aggregate of outstanding Insured Claims by the Parties or members of their respective the two Groups, the relevant Parties agree to allocate the Insurance Proceeds received thereunder for those Insured Claims based upon which relevant Group had such Insured Claim, or if the relevant Group is undeterminable, based upon which relevant Group was originally allocated the insurance premium (their respective percentage “Allocable Portion of the total of their bona fide claims which would have been covered under such Third Party Shared Policy without regard to the limits of such Third Party Shared PolicyInsurance Proceeds”), and any Party who has received Insurance Proceeds in excess of such Party's respective percentage ’s Allocable Portion of Insurance Proceeds shall pay to the other Party the appropriate amount so that each Party will have received its respective percentage Allocable Portion of Insurance Proceeds pursuant hereto. Each of the The Parties agrees agree to use commercially reasonable efforts to maximize available coverage under those Third Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, parties in respect of an Insured Claim to the extent coverage limits under a Third Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided. In the event that the aggregate limits on any Shared Policies are exceeded by the aggregate of outstanding Insured Claims, however, that any allocation the Parties will negotiate with the Shared Policies’ insurers for a full reinstatement of such Shared Policies’ aggregate limits for their mutual benefits. Costs for such reinstatement to be borne by the Parties based on their Allocated Portion of the Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third partiesattributable to that policy’s Insured Claims.

Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies shall be paid to or on behalf of Trinity under the relevant Third Party Shared PolicyNew D&B, and Trinity which shall thereafter administer the Third Party Shared PoliciesPolicies by paying the Insurance Proceeds, as appropriate, by retaining to the Insurance Proceeds Corporation with respect to Trinity Liabilities, Moody's Liabilities and by paying the Insurance Proceeds to Arcosa New D&B with respect to Arcosa New D&B Liabilities. Payment of the allocable portions of Insurance Proceeds resulting from such Policies will be made by New D&B to the appropriate party upon receipt from the insurance carrier. In the event that the aggregate limits on any Third Party Shared Policies are exceeded by the aggregate of outstanding Insured Claims by both of the Parties or members of their respective Groupsparties hereto, the Parties parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage in the same proportion which each party's aggregate Insured Claims bears to the aggregate of Insured Claims of both of the total parties hereto (their "allocable portion of their bona fide claims which would have been covered under such Third Party Shared Policy without regard to the limits of such Third Party Shared PolicyInsurance Proceeds"), and any Party party who has received Insurance Proceeds in excess of such Partyparty's respective percentage allocable portion of Insurance Proceeds shall pay to the other Party party the appropriate amount so that each Party party will have received its respective percentage allocable portion of Insurance Proceeds pursuant hereto. Each of the Parties parties agrees to use commercially reasonable efforts to maximize available coverage under those Third Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, parties in respect of an Insured Claim to the extent coverage limits under a Third Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.. 47 44

Allocation of Insurance Proceeds. Except as otherwise provided in Section 10.3, Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies which are issued to any Captive Insurer shall be paid to or on behalf of Trinity the Captive Insurer that is the insured under the relevant Third Party Shared Policy, and Trinity which Captive Insurer shall thereafter administer the Third Party Shared PoliciesPolicies by paying the Insurance Proceeds, as appropriate, by retaining the Insurance Proceeds to Duke Energy with respect to Trinity Liabilities, Power Liabilities covered by any Captive Power Policy and Spectra Energy with respect to Gas Liabilities covered by paying the any Captive Gas Policy. Payments of Insurance Proceeds to Arcosa such Captive Insurer with respect to Arcosa Liabilitiesany Unallocated Liability covered by either a Captive Power Policy or a Captive Gas Policy, as the case may be, shall be paid by such Captive Insurer to the Parties in accordance with their respective Allocated Percentage. In the event that the aggregate limits on any Third Party Shared Policies (except in the case of any Unallocated Liability which is covered in the preceding sentence) are exceeded by the aggregate of outstanding Insured Claims by the Parties or members of their respective Groups, the Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which would have been were covered under such Third Party Shared Policy without regard to the limits of such Third Party Shared Policy, and any Party who has received Insurance Proceeds in excess of such Party's ’s respective percentage of Insurance Proceeds shall pay to the other Party the appropriate amount so that each Party will have received its respective percentage of Insurance Proceeds pursuant hereto. Each of the Parties agrees to use commercially reasonable efforts to maximize available coverage under those Third Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, parties in respect of an Insured Claim to the extent coverage limits under a Third Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Harrxx Xxxred Policies shall be paid to or on behalf of Trinity under the relevant Third Party Shared PolicyHarrxx, and Trinity xxich shall thereafter administer the Third Party Shared PoliciesHarrxx Xxxred Policies by paying the Insurance Proceeds, as appropriate, by retaining to Harrxx xxxh respect to Harrxx Xxxbilities and to Lanixx xxxh respect to the Lanixx Xxxbilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds with respect to Trinity Liabilities, and resulting from such Policies will be made by paying Harrxx xx the Insurance Proceeds to Arcosa with respect to Arcosa Liabilitiesappropriate party upon receipt from the insurance carrier. In the event that the aggregate limits on any Third Party Shared Harrxx Xxxred Policies are exceeded by the aggregate of outstanding Insured Claims by the Parties or members of their respective Groupsrelevant parties hereto, the Parties such parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which would have been were covered under such Third Party Shared Harrxx Xxxred Policy without regard to the limits (their "allocable portion of such Third Party Shared PolicyInsurance Proceeds"), and any Party party who has received Insurance Proceeds in excess of such Partyparty's respective percentage allocable portion of Insurance Proceeds shall pay to the other Party party the appropriate amount so that each Party party will have received its respective percentage allocable portion of Insurance Proceeds pursuant hereto. Each of the Parties parties agrees to use commercially reasonable efforts to maximize available coverage under those Third Party Shared Harrxx Xxxred Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, parties in respect of an Insured Claim to the extent coverage limits under a Third Party Shared Harrxx Xxxred Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

Allocation of Insurance Proceeds. Except as otherwise provided in Section 10.3, and where not in conflict with or prohibited by specific insurance policy conditions, Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies shall be paid to or on behalf of Trinity under the relevant Third Party Shared PolicyTemple-Inland, and Trinity which shall thereafter administer the Third Party Shared PoliciesPolicies by paying the Insurance Proceeds, as appropriate, by retaining the Insurance Proceeds to Temple-Inland with respect to Trinity Retained Business Liabilities, and by paying the Insurance Proceeds to Arcosa Forestar with respect to Arcosa Real Estate Liabilities and to Guaranty with respect to Financial Services Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Shared Policies will be made by Temple-Inland to the appropriate Party upon receipt from the insurance carrier. In the event that the aggregate limits on any Third Party Shared Policies are exceeded by the aggregate of outstanding Insured Claims by the Parties or members of their respective two or more Groups, the relevant Parties agree to allocate the Insurance Proceeds received thereunder for those Insured Claims based upon their each relevant Group’s respective percentage of the total of their bona fide claims which would have been were covered under such Third Party Shared Policy without regard to the limits (their “Allocable Portion of such Third Party Shared PolicyInsurance Proceeds”), and any Party who has received Insurance Proceeds in excess of such Party's respective percentage ’s Allocable Portion of Insurance Proceeds shall pay to the other Party or Parties the appropriate amount so that each Party will have received its respective percentage Allocable Portion of Insurance Proceeds pursuant hereto. Each of the Parties agrees to use commercially reasonable efforts to maximize available coverage under those Third Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, parties in respect of an Insured Claim to the extent coverage limits under a Third Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies shall be paid to or on behalf of Trinity under the relevant Third Party Shared PolicyNew D&B, and Trinity which shall thereafter administer the Third Party Shared PoliciesPolicies by paying the Insurance Proceeds, as appropriate, by retaining to the Insurance Proceeds Corporation with respect to Trinity Liabilities, Moody's Liabilities and by paying the Insurance Proceeds to Arcosa New D&B with respect to Arcosa New D&B Liabilities. Payment of the allocable portions of Insurance Proceeds resulting from such Policies will be made by New D&B to the appropriate party upon receipt from the insurance carrier. In the event that the aggregate limits on any Third Party Shared Policies are exceeded by the aggregate of outstanding Insured Claims by both of the Parties or members of their respective Groupsparties hereto, the Parties parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage in the same proportion which each party's aggregate Insured Claims bears to the aggregate of Insured Claims of both of the total parties hereto (their "allocable portion of their bona fide claims which would have been covered under such Third Party Shared Policy without regard to the limits of such Third Party Shared PolicyInsurance Proceeds"), and any Party party who has received Insurance Proceeds in excess of such Partyparty's respective percentage allocable portion of Insurance Proceeds shall pay to the other Party party the appropriate amount so that each Party party will have received its respective percentage allocable portion of Insurance Proceeds pursuant hereto. Each of the Parties parties agrees to use commercially reasonable efforts to maximize available coverage under those Third Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, parties in respect of an Insured Claim to the extent coverage limits under a Third Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

Allocation of Insurance Proceeds. From and after the Effective Time, Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies shall be paid to or on behalf of Trinity under the relevant Third Party Shared PolicyBaltimore Management, and Trinity which shall thereafter administer the Third Party Shared PoliciesPolicies by paying the Insurance Proceeds, as appropriate, by retaining to New ATAPCO with respect to New ATAPCO Liabilities, to ATRECO with respect to ATRECO Liabilities, to Gateway with respect to the Gateway Liabilities and to Xxxxxxx with respect to Xxxxxxx Liabilities. Baltimore Management shall retain the Insurance Proceeds with respect to Trinity Baltimore Management Liabilities, and by paying . Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Shared Policies will be made by Baltimore Management to Arcosa with respect to Arcosa Liabilitiesthe appropriate party upon receipt from the insurance carrier. In the event that the aggregate limits amount recoverable (by virtue of policy limits, insurer insolvency or similar reason) on any Third Party Shared Policies are is exceeded by the aggregate of outstanding Insured Claims by two or more of the Parties or members of their respective Groupsrelevant parties hereto, the Parties such parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which would have been were covered under such Third Party Shared Policy without regard to the limits (their "allocable portion of such Third Party Shared PolicyInsurance Proceeds"), and any Party party who has received Insurance Proceeds in excess of such Party's respective percentage Inllocable portion of Insurance Proceeds shall pay to the other Party party or parties the appropriate amount so that each Party party will have received its respective percentage allocable portion of Insurance Proceeds pursuant hereto. Each of the Parties parties agrees to use commercially reasonable efforts to maximize available coverage under those Third Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, parties in respect of an Insured Claim to the extent coverage limits under a Third Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

Allocation of Insurance Proceeds. Except as otherwise provided in Section 10.3, and where not in conflict with or prohibited by specific insurance policy conditions, Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies shall be paid to or on behalf of Trinity under the relevant Third Party Shared PolicyTemple-Inland, and Trinity which shall thereafter administer the Third Party Shared PoliciesPolicies by paying the Insurance Proceeds, as appropriate, by retaining the Insurance Proceeds to Temple-Inland with respect to Trinity 84 Retained Business Liabilities, and by paying the Insurance Proceeds to Arcosa Forestar with respect to Arcosa Real Estate Liabilities and to Guaranty with respect to Financial Services Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Shared Policies will be made by Temple-Inland to the appropriate Party upon receipt from the insurance carrier. In the event that the aggregate limits on any Third Party Shared Policies are exceeded by the aggregate of outstanding Insured Claims by the Parties or members of their respective two or more Groups, the relevant Parties agree to allocate the Insurance Proceeds received thereunder for those Insured Claims based upon their each relevant Group’s respective percentage of the total of their bona fide claims which would have been were covered under such Third Party Shared Policy without regard to the limits (their “Allocable Portion of such Third Party Shared PolicyInsurance Proceeds”), and any Party who has received Insurance Proceeds in excess of such Party's respective percentage ’s Allocable Portion of Insurance Proceeds shall pay to the other Party or Parties the appropriate amount so that each Party will have received its respective percentage Allocable Portion of Insurance Proceeds pursuant hereto. Each of the Parties agrees to use commercially reasonable efforts to maximize available coverage under those Third Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, parties in respect of an Insured Claim to the extent coverage limits under a Third Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies shall be paid to or on behalf of Trinity under the relevant Third Party Shared Policy, and Trinity shall thereafter administer the Third Party Shared Policies, as appropriate, by retaining the Insurance Proceeds with respect to Trinity Liabilities, and by paying the Insurance Proceeds to Arcosa with respect to Arcosa Liabilities. In the event that the aggregate limits on any Third Party Shared Policies are exceeded by the aggregate of outstanding Insured Claims by the Parties or members of their respective Groups, the Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which would have been covered under such Third Party Shared Policy without regard to the limits of such Third Party Shared Policy, and any Party who has received Insurance Proceeds in excess of such Party's ’s respective percentage of Insurance Proceeds shall pay to the other Party the appropriate amount so that each Party will have received its respective percentage of Insurance Proceeds pursuant hereto. Each of the Parties agrees to use commercially reasonable efforts to maximize available coverage under those Third Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, in respect of an Insured Claim to the extent TABLE OF CONTENTS coverage limits under a Third Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies shall be paid to or on behalf of Trinity under the relevant Third Party Shared PolicyIMPCO, and Trinity which shall thereafter administer the Third Party Shared PoliciesPolicies by paying the Insurance Proceeds, as appropriate, by retaining the Insurance Proceeds to Quantum with respect to Trinity Liabilities, Insured Claims of Quantum and by paying the Insurance Proceeds to Arcosa IMPCO with respect to Arcosa LiabilitiesInsured Claims of IMPCO. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by IMPCO to the appropriate party upon receipt from the insurance carrier. In the event that the aggregate limits on any Third Party Shared Policies are exceeded by the aggregate of outstanding Insured Claims by both of the Parties or members of their respective Groupsparties hereto, the Parties parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which would have been were covered under such Third Party Shared Policy without regard to the limits (their "allocable portion of such Third Party Shared PolicyInsurance Proceeds"), and any Party party who has received Insurance Proceeds in excess of such Partyparty's respective percentage allocable portion of Insurance Proceeds shall pay to the other Party party the appropriate amount so that each Party party will have received its respective percentage allocable portion of Insurance Proceeds pursuant hereto. Each of the Parties parties agrees to use commercially reasonable efforts to maximize available coverage under those Third Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, parties in respect of an Insured Claim to the extent coverage limits under a Third Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

Allocation of Insurance Proceeds. Subject to the terms of Section 3 (other than the first sentence of Section 3(a)) of the Intercompany Services Agreement and this Article V, Cognizant may claim coverage for insured claims under any Shared Policy as and to the extent that such insurance is available up to the full extent of the applicable limits of liability of such Shared Policy (and may receive any insurance proceeds with respect thereto). Insurance Proceeds proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies shall be paid to or on behalf of Trinity under the relevant Third Party Shared Policy, and Trinity shall thereafter administer the Third Party Shared Policies, as appropriate, by retaining the Insurance Proceeds Cognizant with respect to Trinity Liabilities, Liabilities of Cognizant and by paying the Insurance Proceeds to Arcosa IMS Health with respect to Arcosa LiabilitiesLiabilities of IMS Health. In the event that the aggregate limits on any Third Party Shared Policies are exceeded by the aggregate of outstanding Insured Claims insured claims by both of the Parties or members of their respective Groupsparties hereto, the Parties parties agree to allocate the Insurance Proceeds insurance proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which would have been were covered under such Third Party Shared Policy without regard to the limits (their "allocable portion of such Third Party Shared PolicyInsurance Proceeds"), and any Party either such party who has received Insurance Proceeds insurance proceeds in excess of such Partyparty's respective percentage allocable portion of Insurance Proceeds shall pay to the other Party party the appropriate amount so that each Party party will have received its respective percentage allocable portion of Insurance Proceeds. Any party who has received insurance proceeds in excess of such party's allocable portion of Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of Insurance Proceeds pursuant hereto. Each of the Parties parties agrees to use commercially reasonable efforts to maximize available coverage under those Third Party the Shared Policies applicable to itPolicies, and to take all commercially reasonable steps to recover from all other responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, parties in respect of an Insured Claim to the extent coverage limits under a Third Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.