Certain Insured Claims. Notwithstanding anything to the contrary ---------------------- in this Agreement, Waban will indemnify and hold BJI harmless from and against any and all Indemnifiable Losses resulting, directly or indirectly, from claims made or deemed made (under the applicable insurance policy) prior to the Distribution Date (or with respect to property insurance policies, prior to October 31, 1997) which relate to the BJI Assets or the BJI Business and which arise from or relate to events or occurrences prior to the Distribution Date (or with respect to property insurance policies, prior to October 31, 1997), if such claims would be covered by the Insurance Program; provided, however, that Waban shall only be required to -------- ------- indemnify and hold BJI harmless pursuant to this Section 2.7.2 (i) to the extent such Indemnifiable Losses exceed any applicable deductibles under the Insurance Program (the payment of which deductibles shall be the responsibility of BJI) and (ii) to the extent Waban actually receives a payment under the Insurance Program with respect to such Indemnifiable Losses. To the extent that BJI seeks any indemnity pursuant to this Section 2.7.2, the provisions of Section 5 hereof shall apply thereto, and BJI shall be treated as the Indemnitee and Waban shall be treated as the Indemnifying Party under such provisions; provided, however, that BJI shall pay all out of pocket costs which are -------- ------- reasonably incurred by Waban after the Distribution Date in defending any such claims under an insurance policy relating to the BJI Assets or the BJI Business and BJI shall make available to Waban such of its employees as Waban may reasonably request as witnesses or deponents in connection with Waban's defense of claims, at BJI's sole cost and expense.
Certain Insured Claims. The Company shall (a) use reasonable efforts, upon Spinco's written request and at Spinco's sole expense, to continue to maintain and renew for the benefit of Spinco and each of the Spinco Companies the insurance policies under the Casualty Program with respect to claims having an occurrence date (as the term "occurrence date" is customarily defined) prior to the Distribution Date, relating to, or arising out of the conduct of, the Spinco Business, the Spinco Assets or the Spinco Liabilities, and (b) use reasonable efforts and cooperate with Spinco, upon Spinco's written request and at Spinco's sole expense, to obtain coverage, recoveries and other benefits under such policies for the benefit of Spinco and each of the Spinco Companies, including, without limitation, by filing and pursuing claims with respect to obtaining such coverage, recoveries and other benefits; provided that in no event shall the Company be obligated to litigate or pursue any other extra-contractual remedies against any insurer; provided further that all claims pursuant to this Section 9.2 shall be submitted, investigated, processed and paid in accordance with the claims handling procedures used by the Company and its Affiliates from time to time with respect to other like claims. The Company will reimburse Spinco and each of the Spinco Companies for any recovery obtained by it pursuant to such claims. The Company shall make available to Spinco such of its employees as Spinco may reasonably request as witnesses or deponents in connection with Spinco's pursuit of claims.
Certain Insured Claims. 10 2.8 Non-Exclusive License to Name................................. 11
Certain Insured Claims. The Company shall (a) use reasonable efforts, upon A&S's written request and at A&S's sole expense, to continue to maintain and renew for the benefit of A&S the insurance policies under the Casualty Program with respect to claims having an occurrence date (as the term "occurrence date" is customarily defined) prior to the Effective Time, relating to, or arising out of the conduct of, the A&S Business, and (b) use reasonable efforts and cooperate with A&S, upon A&S's written request and at A&S's sole expense, to obtain coverage, recoveries and other benefits under such policies for the benefit of A&S, including, without limitation, by filing and pursuing claims with respect to obtaining such coverage, recoveries and other benefits; provided that in no event shall the Company be obligated to litigate or pursue any other extra-contractual remedies against any insurer; provided further that all claims pursuant to this Section 9.2 shall be submitted, investigated, processed and paid in accordance with the claims handling procedures used by the Company and its Affiliates from time to time with respect to other like claims. The Company will reimburse A&S for any recovery obtained by it pursuant to such claims. The Company shall make available to A&S such of its employees as A&S may reasonably request as witnesses or deponents in connection with A&S's pursuit of claims.
Certain Insured Claims. SFX shall use its reasonable efforts to assert and pursue, for the benefit of Entertainment, claims against the Insurance Program for any losses resulting, directly or indirectly, from claims made or deemed made under the applicable Insurance Program which relate to the Transferred Businesses and which arise from or relate to events or occurrences prior to the Distribution Date. Entertainment shall pay all costs incurred by SFX after the Distribution Date in defending or pursuing any such claims under an insurance policy relating to the Transferred Businesses, including the salaries of employees based on the portion of time spent on such claims. Entertainment shall make available to SFX such of its employees as SFX may reasonably request as witnesses or deponents in connection with SFX's defense or pursuit of any such claims, at Entertainment's sole cost and expense.
Certain Insured Claims. ACX agrees that with respect ---------------------- to claims made prior to the Policy Termination Date that arise from or relate to the Transferred Assets or Transferred Business, ACX or its Affiliate will, prior to the Policy Termination Date, use its reasonable efforts to obtain Recoveries for CTI and remit to CTI any Recovery obtained by ACX pursuant to such claims. From and after the Policy Termination Date, CTI shall be responsible for administering all claims relating to the Transferred Assets or CTI, including those claims initiated prior to the Policy Termination Date; provided, however, -------- that if a claim relates to both ACX or its Affiliates, and CTI or its Affiliates, ACX or its Affiliate shall continue to administer the claim, and CTI shall pay its proportionate share of the costs of such administration, based on the reasonable estimate of the proportionate amount of each party's claim, as agreed to by the parties. If the amount of any Recovery is less than the claims of ACX and CTI or their Affiliates to be paid from such Recovery, the parties shall agree on the allocation of the Recovery between the parties.
Certain Insured Claims. 18 ARTICLE 10 CONDITIONS..................................................................19 Section 10.1 Conditions................................................19
Certain Insured Claims. 23 ARTICLE X CONDITIONS
Certain Insured Claims. 42 ARTICLE XIII - TERMINATION.................................................................................... 42 Section 13.1 Termination............................................................................... 42 Section 13.2 Return of Documents and Other Material.................................................... 43 Section 13.3 Survival.................................................................................. 43
Certain Insured Claims. True North agrees that with respect to (a) claims made prior to the Closing Date by True North and (b) claims for Occurrences which are covered by TN Technologies Holding Paid Coverage, it will use its reasonable efforts to obtain Recoveries for TN Technologies Holding and that it will reimburse TN Technologies Holding for any Recovery obtained by it pursuant to such claims; provided, however, that notwithstanding the foregoing, if True North has made a claim or claims under an insurance policy which is not to be paid to TN Technologies Holding pursuant to this Section 12.2 and a claim or claims which are to be paid to TN Technologies Holding pursuant to this Section 12.2 and the amount of the Recovery for such claims is limited by the amount of coverage provided by such policy, True North may use its reasonable discretion in allocating the Recovery between it and TN Technologies Holding for such claims. TN Technologies Holding shall pay all costs incurred by True North after the Closing Date in making any claim pursuant to this Section 12.2, including the salaries of its officers and employees based on the portion of time spent on such claims and that such costs incurred in pursuing a claim -42- may be deducted from any Recovery for such claim and TN Technologies Holding agrees to make available to True North such of its employees as True North may reasonably request as witnesses or deponents in connection with True North's management of claims, at TN Technologies Holding's sole cost and expense.
