Common use of Notwithstanding Section 9 Clause in Contracts

Notwithstanding Section 9. 1(a), from and after the Effective Time, with respect to any Liability accrued and/or incurred by Chemours or its predecessors prior to the Effective Time relating to the matters set forth on Schedule 9.1(b), DuPont shall, at its sole discretion, provide Chemours with access to, and, if and to the extent determined by DuPont in its sole discretion, Chemours and DuPont may jointly make claims under, Company Policies if and solely to the extent that the terms of such policies provide for such coverage to Chemours or its predecessors with respect to any Chemours Liabilities accrued and/or incurred prior to the Effective Time, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and subject to the following additional conditions: (i) Chemours shall inform DuPont of any potential claim under any of the Company Policies with regard to any Chemours Liability set forth on Schedule 9.1(b) and DuPont shall determine whether and at what time to report any such claims under such Company Policies directly to the applicable insurance company, and to submit a claim for coverage thereunder, and DuPont shall provide a copy of all such claim reports and submissions to Chemours; provided, that with respect to any such claims, Chemours shall provide DuPont with the information regarding the claims and provide recommendations with regard to the reporting and submission of such claims, and DuPont shall consult with Chemours with regard to the timing thereof; (ii) If and to the extent that Chemours is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Chemours shall exclusively bear and be responsible for (and DuPont shall have no obligation to repay or reimburse Chemours for) and pay the applicable insurers as required under the applicable Company Policies for any and all costs as a result of having access to, or making claims under, such Policies, including any amounts of deductibles and self-insured retention associated with such claims, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, and other related costs, relating to all open, closed, re-opened claims covered by the applicable Policies, whether such claims are made by Chemours, its employees or third parties, and Chemours shall indemnify, hold harmless and reimburse DuPont for any such amounts incurred by DuPont to the extent resulting from any access to, any claims made by Chemours under, any Company Policies provided pursuant to this Section 9.1. If DuPont and Chemours jointly make a claim for coverage under the Company Policies for amounts that have been or may in the future be incurred partially by DuPont and partially by Chemours, any insurance recovery resulting therefrom will first be allocated to reimburse DuPont and/or Chemours for their respective costs, legal and consulting fees, and other out-of-pocket expenses incurred in pursuing such insurance recovery, with the remaining net proceeds from the insurance recovery to be allocated as between DuPont and Chemours in a manner to be negotiated in good faith by DuPont and Chemours at or near the time of such recovery; provided that if the Parties cannot agree to an allocation within twenty (20) Business Days of the grant, settlement or other agreement, either Party may submit the dispute to arbitration in accordance with the terms and procedures set forth in Section 8.2; (iii) Chemours shall exclusively bear (and DuPont shall have no obligation to repay or reimburse Chemours for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts, incurred from and after the Effective Time, of all such claims pursued by Chemours under the Company Policies as provided for in this Section 9.1(b); and (iv) in connection with making any joint claim under any Company Policies pursuant to this Section 9.1(b), DuPont shall control the administration of all such claims, including the timing of any assertion and pursuit of coverage, and Chemours shall not take any action that would be reasonably likely to: (A) have an adverse impact on the then-current relationship between DuPont and the applicable insurance company; (B) result in the applicable insurance company terminating or reducing coverage to DuPont or Chemours, or increasing the amount of any premium owed by DuPont under the applicable Company Policies; (C) otherwise compromise, jeopardize or interfere with the rights of DuPont under the applicable Company Policies or (D) otherwise compromise or impair DuPont’s ability to enforce its rights with respect to any indemnification under or arising out of this Agreement, and DuPont shall have the right, in its sole discretion, to cause Chemours to desist from any action that DuPont determines, in its sole discretion, would compromise or impair DuPont’s rights in accordance with this clause (D). At all times, DuPont and Chemours shall, subject to the limitations set forth in Section 7.6, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim.

Notwithstanding Section 9. 1(a), from and after the Effective Time, with respect to any Liability accrued and/or incurred by Chemours Fortive or its predecessors prior to the Effective Time relating to the matters set forth on Schedule 9.1(b)Time, DuPont ▇▇▇▇▇▇▇ shall, at its sole discretion, provide Chemours Fortive with access to, and, if and to the extent determined by DuPont ▇▇▇▇▇▇▇ in its sole discretion, Chemours Fortive and DuPont ▇▇▇▇▇▇▇ may jointly make claims under, Company Policies if and solely to the extent that the terms of such policies provide for such coverage to Chemours Fortive or its predecessors with respect to any Chemours Fortive Liabilities accrued and/or incurred prior to the Effective Time, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and subject to the following additional conditions: (i) Chemours Fortive shall inform DuPont ▇▇▇▇▇▇▇ of any potential claim under any of the Company Policies with regard to any Chemours Fortive Liability set forth on Schedule 9.1(b) and DuPont ▇▇▇▇▇▇▇ shall determine whether and at what time to report any such claims under such Company Policies directly to the applicable insurance company, and to submit a claim for coverage thereunder, and DuPont ▇▇▇▇▇▇▇ shall provide a copy of all such claim reports and submissions to ChemoursFortive; provided, that with respect to any such claims, Chemours Fortive shall provide DuPont ▇▇▇▇▇▇▇ with the information regarding the claims and provide recommendations with regard to the reporting and submission of such claims, and DuPont ▇▇▇▇▇▇▇ shall consult with Chemours Fortive with regard to the timing thereof; (ii) If and to the extent that Chemours Fortive is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Chemours Fortive shall exclusively bear and be responsible for (and DuPont ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse Chemours Fortive for) and pay the applicable insurers as required under the applicable Company Policies for any and all costs as a result of having access to, or making claims under, such Policies, including any amounts of deductibles and self-insured retention associated with such claims, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, and other related costs, relating to all open, closed, re-opened claims covered by the applicable Policies, whether such claims are made by ChemoursFortive, its employees or third parties, and Chemours Fortive shall indemnify, hold harmless and reimburse DuPont ▇▇▇▇▇▇▇ for any such amounts incurred by DuPont ▇▇▇▇▇▇▇ to the extent resulting from any access to, any claims made by Chemours Fortive under, any Company Policies provided pursuant to this Section 9.1. If DuPont ▇▇▇▇▇▇▇ and Chemours Fortive jointly make a claim for coverage under the Company Policies for amounts that have been or may in the future be incurred partially by DuPont ▇▇▇▇▇▇▇ and partially by ChemoursFortive, any insurance recovery resulting therefrom will first be allocated to reimburse DuPont ▇▇▇▇▇▇▇ and/or Chemours Fortive for their respective costs, legal and consulting fees, and other out-of-pocket expenses incurred in pursuing such insurance recovery, with the remaining net proceeds from the insurance recovery to be allocated as between DuPont ▇▇▇▇▇▇▇ and Chemours Fortive in a manner to be negotiated in good faith by DuPont ▇▇▇▇▇▇▇ and Chemours Fortive at or near the time of such recovery; provided that if the Parties cannot agree to an allocation within twenty (20) Business Days of the grant, settlement or other agreement, either Party may submit the dispute to arbitration in accordance with the terms and procedures set forth in Section 8.2; (iii) Chemours Fortive shall exclusively bear (and DuPont ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse Chemours Fortive for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts, incurred from and after the Effective Time, of all such claims pursued by Chemours Fortive under the Company Policies as provided for in this Section 9.1(b); and (iv) in connection with making any joint claim under any Company Policies pursuant to this Section 9.1(b), DuPont ▇▇▇▇▇▇▇ shall control the administration of all such claims, including the timing of any assertion and pursuit of coverage, and Chemours Fortive shall not take any action that would be reasonably likely to: (A) have an adverse impact on the then-current relationship between DuPont ▇▇▇▇▇▇▇ and the applicable insurance company; (B) result in the applicable insurance company terminating or reducing coverage to DuPont ▇▇▇▇▇▇▇ or ChemoursFortive, or increasing the amount of any premium owed by DuPont ▇▇▇▇▇▇▇ under the applicable Company Policies; (C) otherwise compromise, jeopardize or interfere with the rights of DuPont ▇▇▇▇▇▇▇ under the applicable Company Policies or (D) otherwise compromise or impair DuPont’s ▇▇▇▇▇▇▇’▇ ability to enforce its rights with respect to any indemnification under or arising out of this Agreement, and DuPont ▇▇▇▇▇▇▇ shall have the right, in its sole discretion, to cause Chemours Fortive to desist from any action that DuPont ▇▇▇▇▇▇▇ determines, in its sole discretion, would compromise or impair DuPont’s ▇▇▇▇▇▇▇’▇ rights in accordance with this clause (D). At all times, DuPont ▇▇▇▇▇▇▇ and Chemours Fortive shall, subject to the limitations set forth in Section 7.6, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim.

Notwithstanding Section 9. 1(a), from and after the Effective Time, with respect to any Liability accrued and/or incurred by Chemours Envista or its predecessors prior to the Effective Time relating to the matters set forth on Schedule 9.1(b)Time, DuPont shall▇▇▇▇▇▇▇ may, at its sole discretion, provide Chemours Envista with access to, and, if and to the extent determined by DuPont ▇▇▇▇▇▇▇ in its sole discretion, Chemours Envista and DuPont ▇▇▇▇▇▇▇ may jointly make claims under, the Company Policies if and solely to the extent that the terms of such policies provide for such coverage to Chemours Envista or its predecessors with respect to any Chemours Envista Liabilities accrued and/or incurred prior to the Effective Time, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and subject to the following additional conditions: (i) Chemours Envista shall inform DuPont ▇▇▇▇▇▇▇ of any potential claim under any of the Company Policies with regard to any Chemours Envista Liability set forth on Schedule 9.1(b) and DuPont ▇▇▇▇▇▇▇ shall determine whether and at what time to report any such claims under such Company Policies directly to the applicable insurance company, and to submit a claim for coverage thereunder, and DuPont ▇▇▇▇▇▇▇ shall provide a copy of all such claim reports and submissions to ChemoursEnvista; provided, that with respect to any such claims, Chemours Envista shall provide DuPont ▇▇▇▇▇▇▇ with the information regarding the claims and provide recommendations with regard to the reporting and submission of such claims, and DuPont ▇▇▇▇▇▇▇ shall consult with Chemours Envista with regard to the timing thereof; (ii) If and to the extent that Chemours Envista is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Chemours Envista shall exclusively bear and be responsible for (and DuPont ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse Chemours Envista for) and pay the applicable insurers as required under the applicable Company Policies for any and all costs as a result of having access to, or making claims under, such Policies, including any amounts of deductibles and self-insured retention associated with such claims, claim handling and administrative costs, collateral requirements and costs, Taxes, surcharges, additional premiums, state assessments, reinsurance costs, and other related costs, relating to all open, closed, closed or re-opened claims covered by the applicable Policies, whether such claims are made by ChemoursEnvista, its employees or third parties, and Chemours Envista shall indemnify, hold harmless and reimburse DuPont ▇▇▇▇▇▇▇ for any such amounts incurred by DuPont ▇▇▇▇▇▇▇ to the extent resulting from any access to, any claims made by Chemours Envista under, any Company Policies provided pursuant to this Section 9.1. If DuPont ▇▇▇▇▇▇▇ and Chemours Envista jointly make a claim for coverage under the Company Policies for amounts that have been or may in the future be incurred partially by DuPont ▇▇▇▇▇▇▇ and partially by ChemoursEnvista, at the sole discretion of ▇▇▇▇▇▇▇, any insurance recovery resulting therefrom will may first be allocated to reimburse DuPont ▇▇▇▇▇▇▇ and/or Chemours Envista for their respective costs, legal and consulting fees, and other out-of-pocket expenses incurred in pursuing such insurance recovery, with the remaining net proceeds from the insurance recovery to be allocated as between DuPont ▇▇▇▇▇▇▇ and Chemours Envista in a manner to be negotiated in good faith by DuPont and Chemours at the sole discretion of ▇▇▇▇▇▇▇ at or near the time of such recovery; provided that if the Parties cannot agree to an allocation within twenty (20) Business Days of the grant, settlement or other agreement, either Party may submit the dispute to arbitration in accordance with the terms and procedures set forth in Section 8.2; (iii) Chemours Envista shall exclusively bear (and DuPont ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse Chemours Envista for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts, incurred from and after the Effective Time, of all such claims pursued by Chemours Envista under the Company Policies as provided for in this Section 9.1(b); and (iv) in connection with making any joint claim under any Company Policies pursuant to this Section 9.1(b), DuPont ▇▇▇▇▇▇▇ shall control the administration of all such claims, including the timing of any assertion and pursuit of coverage, and Chemours Envista shall not take any action that would be reasonably likely to: (A) have an adverse impact on the then-current relationship between DuPont ▇▇▇▇▇▇▇ and the applicable insurance company; (B) result in the applicable insurance company terminating or reducing coverage to DuPont ▇▇▇▇▇▇▇ or ChemoursEnvista, or increasing the amount of any premium owed by DuPont ▇▇▇▇▇▇▇ under the applicable Company Policies; (C) otherwise compromise, jeopardize or interfere with the rights of DuPont ▇▇▇▇▇▇▇ under the applicable Company Policies or (D) otherwise compromise or impair DuPont’s ▇▇▇▇▇▇▇’▇ ability to enforce its rights with respect to any indemnification under or arising out of this Agreement, and DuPont ▇▇▇▇▇▇▇ shall have the right, in its sole discretion, to cause Chemours Envista to desist from any action that DuPont ▇▇▇▇▇▇▇ determines, in its sole discretion, would compromise or impair DuPont’s ▇▇▇▇▇▇▇’▇ rights in accordance with this clause (D). At all times, DuPont ▇▇▇▇▇▇▇ and Chemours Envista shall, subject to the limitations set forth in Section 7.66.5, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim.

Notwithstanding Section 9. 1(a), from and after the Effective Time, with respect to any Liability accrued and/or incurred by Chemours SpinCo or its predecessors prior to the Effective Time relating to the matters set forth on Schedule 9.1(b)Time, DuPont Parent shall, at its sole discretion, provide Chemours SpinCo with access to, and, if and to the extent determined by DuPont Parent in its sole discretion, Chemours SpinCo and DuPont Parent may jointly make claims under, Company Policies if and solely to the extent that the terms of such policies provide for such coverage to Chemours SpinCo or its predecessors with respect to any Chemours SpinCo Liabilities accrued and/or incurred prior to the Effective Time, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and subject to the following additional conditions: (i) Chemours SpinCo shall inform DuPont Parent of any potential claim under any of the Company Policies with regard to any Chemours SpinCo Liability set forth on Schedule 9.1(b) and DuPont Parent shall determine whether and at what time to report any such claims under such Company Policies directly to the applicable insurance company, and to submit a claim for coverage thereunder, and DuPont Parent shall provide a copy of all such claim reports and submissions to ChemoursSpinCo; provided, that with respect to any such claims, Chemours SpinCo shall provide DuPont Parent with the information regarding the claims and provide recommendations with regard to the reporting and submission of such claims, and DuPont Parent shall consult with Chemours SpinCo with regard to the timing thereof; (ii) If and to the extent that Chemours SpinCo is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Chemours SpinCo shall exclusively bear and be responsible for (and DuPont Parent shall have no obligation to repay or reimburse Chemours SpinCo for) and pay the applicable insurers as required under the applicable Company Policies for any and all costs as a result of having access to, or making claims under, such Policies, including any amounts of deductibles and self-insured retention associated with such claims, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, and other related costs, relating to all open, closed, re-opened claims covered by the applicable Policies, whether such claims are made by ChemoursSpinCo, its employees or third parties, and Chemours SpinCo shall indemnify, hold harmless and reimburse DuPont Parent for any such amounts incurred by DuPont Parent to the extent resulting from any access to, any claims made by Chemours SpinCo under, any Company Policies provided pursuant to this Section 9.1. If DuPont Parent and Chemours SpinCo jointly make a claim for coverage under the Company Policies for amounts that have been or may in the future be incurred partially by DuPont Parent and partially by ChemoursSpinCo, any insurance recovery resulting therefrom will first be allocated to reimburse DuPont Parent and/or Chemours SpinCo for their respective costs, legal and consulting fees, and other out-of-pocket expenses incurred in pursuing such insurance recovery, with the remaining net proceeds from the insurance recovery to be allocated as between DuPont Parent and Chemours SpinCo in a manner to be negotiated in good faith by DuPont Parent and Chemours SpinCo at or near the time of such recovery; provided that if the Parties cannot agree to an allocation within twenty (20) Business Days of the grant, settlement or other agreement, either Party may submit the dispute to arbitration in accordance with the terms and procedures set forth in Section 8.2; (iii) Chemours SpinCo shall exclusively bear (and DuPont Parent shall have no obligation to repay or reimburse Chemours SpinCo for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts, incurred from and after the Effective Time, of all such claims pursued by Chemours SpinCo under the Company Policies as provided for in this Section 9.1(b); and (iv) in connection with making any joint claim under any Company Policies pursuant to this Section 9.1(b), DuPont Parent shall control the administration of all such claims, including the timing of any assertion and pursuit of coverage, and Chemours SpinCo shall not take any action that would be reasonably likely to: (A) have an adverse impact on the then-current relationship between DuPont Parent and the applicable insurance company; (B) result in the applicable insurance company terminating or reducing coverage to DuPont Parent or ChemoursSpinCo, or increasing the amount of any premium owed by DuPont Parent under the applicable Company Policies; (C) otherwise compromise, jeopardize or interfere with the rights of DuPont Parent under the applicable Company Policies or (D) otherwise compromise or impair DuPontParent’s ability to enforce its rights with respect to any indemnification under or arising out of this Agreement, and DuPont Parent shall have the right, in its sole discretion, to cause Chemours SpinCo to desist from any action that DuPont Parent determines, in its sole discretion, would compromise or impair DuPontParent’s rights in accordance with this clause (D). At all times, DuPont Parent and Chemours SpinCo shall, subject to the limitations set forth in Section 7.6, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim.

Notwithstanding Section 9. 1(a), from and after the Effective Time, with respect to any Liability accrued and/or incurred by Chemours or its predecessors prior to the Effective Time relating to the matters set forth on Schedule 9.1(b), DuPont shall, at its sole discretion, provide Chemours with access to, and, if and to the extent determined by DuPont in its sole discretion, Chemours and DuPont may jointly make claims under, Company Policies if and solely to the extent that the terms of such policies provide for such coverage to Chemours or its predecessors with respect to any Chemours Liabilities accrued and/or incurred prior to the Effective Time, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and subject to the following additional conditions: : (i) Chemours shall inform DuPont of any potential claim under any of the Company Policies with regard to any Chemours Liability set forth on Schedule 9.1(b) and DuPont shall determine whether and at what time to report any such claims under such Company Policies directly to the applicable insurance company, and to submit a claim for coverage thereunder, and DuPont shall provide a copy of all such claim reports and submissions to Chemours; provided, that with respect to any such claims, Chemours shall provide DuPont with the information regarding the claims and provide recommendations with regard to the reporting and submission of such claims, and DuPont shall consult with Chemours with regard to the timing thereof; ; (ii) If and to the extent that Chemours is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Chemours shall exclusively bear and be responsible for (and DuPont shall have no obligation to repay or reimburse Chemours for) and pay the applicable insurers as required under the applicable Company Policies for any and all costs as a result of having access to, or making claims under, such Policies, including any amounts of deductibles and self-insured retention associated with such claims, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, and other related costs, relating to all open, closed, re-opened claims covered by the applicable Policies, whether such claims are made by Chemours, its employees or third parties, and Chemours shall indemnify, hold harmless and reimburse DuPont for 78 any such amounts incurred by DuPont to the extent resulting from any access to, any claims made by Chemours under, any Company Policies provided pursuant to this Section 9.1. If DuPont and Chemours jointly make a claim for coverage under the Company Policies for amounts that have been or may in the future be incurred partially by DuPont and partially by Chemours, any insurance recovery resulting therefrom will first be allocated to reimburse DuPont and/or Chemours for their respective costs, legal and consulting fees, and other out-of-pocket expenses incurred in pursuing such insurance recovery, with the remaining net proceeds from the insurance recovery to be allocated as between DuPont and Chemours in a manner to be negotiated in good faith by DuPont and Chemours at or near the time of such recovery; provided that if the Parties cannot agree to an allocation within twenty (20) Business Days of the grant, settlement or other agreement, either Party may submit the dispute to arbitration in accordance with the terms and procedures set forth in Section 8.2; ; (iii) Chemours shall exclusively bear (and DuPont shall have no obligation to repay or reimburse Chemours for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts, incurred from and after the Effective Time, of all such claims pursued by Chemours under the Company Policies as provided for in this Section 9.1(b); and and (iv) in connection with making any joint claim under any Company Policies pursuant to this Section 9.1(b), DuPont shall control the administration of all such claims, including the timing of any assertion and pursuit of coverage, and Chemours shall not take any action that would be reasonably likely to: (A) have an adverse impact on the then-current relationship between DuPont and the applicable insurance company; (B) result in the applicable insurance company terminating or reducing coverage to DuPont or Chemours, or increasing the amount of any premium owed by DuPont under the applicable Company Policies; (C) otherwise compromise, jeopardize or interfere with the rights of DuPont under the applicable Company Policies or (D) otherwise compromise or impair DuPont’s ability to enforce its rights with respect to any indemnification under or arising out of this Agreement, and DuPont shall have the right, in its sole discretion, to cause Chemours to desist from any action that DuPont determines, in its sole discretion, would compromise or impair DuPont’s rights in accordance with this clause (D). At all times, DuPont and Chemours shall, subject to the limitations set forth in Section 7.6, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim.

Notwithstanding Section 9. 1(a), from and after the Effective Time, with respect to any Liability accrued and/or incurred by Chemours or its predecessors prior to the Effective Time relating to the matters set forth on Schedule 9.1(b), DuPont shall, at its sole discretion, provide Chemours with access to, and, if and to the extent determined by DuPont in its sole discretion, Chemours and DuPont may jointly make claims under, Company Policies if and solely to the extent that the terms of such policies provide for such coverage to Chemours or its predecessors with respect to any Chemours Liabilities accrued and/or incurred prior to the Effective Time, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and subject to the following additional conditions: (i) Chemours shall inform DuPont of any potential claim under any of the Company Policies with regard to any Chemours Liability set forth on Schedule 9.1(b9.1(b)(i) and DuPont shall determine whether and at what time to report any such claims under such Company Policies directly to the applicable insurance company, and to submit a claim for coverage thereunder, and DuPont shall provide a copy of all such claim reports and submissions to Chemours; provided, that with respect to any such claimsclaims related to the matters listed on Schedule 9.1(b)(ii), Chemours shall have the right to provide DuPont with the information regarding underlying the claims and provide recommendations with regard to the reporting timing and submission filing of such claims, and . DuPont shall consult with Chemours with regard to the timing thereofwith respect to making any such claims; (ii) If and to the extent that Chemours is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Chemours shall exclusively bear and be responsible for (and DuPont shall have no obligation to repay or reimburse Chemours for) and pay the applicable insurers as required under the applicable Company Policies for any and all costs as a result of having access to, or making claims under, such Policies, including any amounts of deductibles and self-insured retention associated with such claims, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, and other related costs, relating to all open, closed, re-opened claims covered by the applicable Policies, whether such claims are made by Chemours, its employees or third parties, and Chemours shall indemnify, hold harmless and reimburse DuPont for any such amounts incurred by DuPont to the extent resulting from any access to, any claims made by Chemours under, any Company Policies provided pursuant to this Section 9.1. If DuPont and Chemours jointly make a claim for coverage under the Company Policies for amounts that have been or may in the future be incurred partially by DuPont and partially by Chemours, any insurance recovery resulting therefrom will first be allocated to reimburse DuPont and/or Chemours for their respective costs, legal and consulting fees, and other out-of-pocket expenses incurred in pursuing such insurance recovery, with the remaining net proceeds from the insurance recovery to be allocated as between DuPont and Chemours in a manner to be negotiated in good faith by DuPont and Chemours at or near the time of such recovery; provided that if the Parties cannot agree to an allocation within twenty (20) Business Days of the grant, settlement or other agreement, either Party may submit the dispute to arbitration in accordance with the terms and procedures set forth in Section 8.2; (iii) Chemours shall exclusively bear (and DuPont shall have no obligation to repay or reimburse Chemours for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts, incurred from and after the Effective Time, of all such claims pursued by Chemours under the Company Policies as provided for in this Section 9.1(b); and (iv) in connection with making any joint claim under any Company Policies pursuant to this Section 9.1(b), DuPont shall control the administration of all such claims, including the timing of any assertion and pursuit of coverage, and Chemours shall not take any action that would be reasonably likely to: (A) have an adverse impact on the then-current relationship between DuPont and the applicable insurance company; (B) result in the applicable insurance company terminating or reducing coverage to DuPont or Chemours, or increasing the amount of any premium owed by DuPont under the applicable Company Policies; (C) otherwise compromise, jeopardize or interfere with the rights of DuPont under the applicable Company Policies or (D) otherwise compromise or impair DuPont’s ability to enforce its rights with respect to any indemnification under or arising out of this Agreement, and DuPont shall have the right, in its sole discretion, to cause Chemours to desist from any action that DuPont determines, in its sole discretion, would compromise or impair DuPont’s rights in accordance with this clause (D). At all times, DuPont and Chemours shall, subject to the limitations set forth in Section 7.6, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim.