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 Envista or its predecessors prior to the Effective Time, ▇▇▇▇▇▇▇ may, at its sole discretion, provide Envista with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ in its discretion, Envista and ▇▇▇▇▇▇▇ 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 Envista or its predecessors with respect to any 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) Envista shall inform ▇▇▇▇▇▇▇ of any potential claim under any of the Company Policies with regard to any Envista Liability and ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ shall provide a copy of all such claim reports and submissions to Envista; provided, that with respect to any such claims, Envista shall provide ▇▇▇▇▇▇▇ with the information regarding the claims and provide recommendations with regard to the reporting and submission of such claims, and ▇▇▇▇▇▇▇ shall consult with Envista with regard to the timing thereof; (ii) If and to the extent that Envista is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Envista shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse 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 or re-opened claims covered by the applicable Policies, whether such claims are made by Envista, its employees or third parties, and Envista shall indemnify, hold harmless and reimburse ▇▇▇▇▇▇▇ for any such amounts incurred by ▇▇▇▇▇▇▇ to the extent resulting from any access to, any claims made by Envista under, any Company Policies provided pursuant to this Section 9.1. If ▇▇▇▇▇▇▇ and 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 ▇▇▇▇▇▇▇ and partially by Envista, at the sole discretion of ▇▇▇▇▇▇▇, any insurance recovery resulting therefrom may first be allocated to reimburse ▇▇▇▇▇▇▇ and/or 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 ▇▇▇▇▇▇▇ and Envista in a manner at the sole discretion of ▇▇▇▇▇▇▇ at or near the time of such recovery; (iii) Envista shall exclusively bear (and ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse 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 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), ▇▇▇▇▇▇▇ shall control the administration of all such claims, including the timing of any assertion and pursuit of coverage, and Envista shall not take any action that would be reasonably likely to: (A) have an adverse impact on the then-current relationship between ▇▇▇▇▇▇▇ and the applicable insurance company; (B) result in the applicable insurance company terminating or reducing coverage to ▇▇▇▇▇▇▇ or Envista, or increasing the amount of any premium owed by ▇▇▇▇▇▇▇ under the applicable Company Policies; (C) otherwise compromise, jeopardize or interfere with the rights of ▇▇▇▇▇▇▇ under the applicable Company Policies or (D) otherwise compromise or impair ▇▇▇▇▇▇▇’▇ ability to enforce its rights with respect to any indemnification under or arising out of this Agreement, and ▇▇▇▇▇▇▇ shall have the right, in its sole discretion, to cause Envista to desist from any action that ▇▇▇▇▇▇▇ determines, in its sole discretion, would compromise or impair ▇▇▇▇▇▇▇’▇ rights in accordance with this clause (D). At all times, ▇▇▇▇▇▇▇ and Envista shall, subject to the limitations set forth in Section 6.5, 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 Envista Chemours or its predecessors prior to the Effective TimeTime relating to the matters set forth on Schedule 9.1(b), ▇▇▇▇▇▇▇ mayDuPont shall, at its sole discretion, provide Envista Chemours with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ DuPont in its sole discretion, Envista Chemours 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 Envista Chemours or its predecessors with respect to any Envista 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) Envista Chemours shall inform ▇▇▇▇▇▇▇ DuPont of any potential claim under any of the Company Policies with regard to any Envista 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 EnvistaChemours; provided, that with respect to any such claims, Envista 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 Envista Chemours with regard to the timing thereof; (ii) If and to the extent that Envista Chemours is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Envista Chemours shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ DuPont shall have no obligation to repay or reimburse Envista 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, collateral requirements and costs, Taxes, surcharges, additional premiums, state assessments, reinsurance costs, and other related costs, relating to all open, closed or closed, re-opened claims covered by the applicable Policies, whether such claims are made by EnvistaChemours, its employees or third parties, and Envista 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 Envista Chemours under, any Company Policies provided pursuant to this Section 9.1. If ▇▇▇▇▇▇▇ DuPont and Envista 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 Envista, at the sole discretion of ▇▇▇▇▇▇▇Chemours, any insurance recovery resulting therefrom may will first be allocated to reimburse ▇▇▇▇▇▇▇ DuPont and/or Envista 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 Envista Chemours in a manner at the sole discretion of ▇▇▇▇▇▇▇ 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) Envista Chemours shall exclusively bear (and ▇▇▇▇▇▇▇ DuPont shall have no obligation to repay or reimburse Envista 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 Envista 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 Envista 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 EnvistaChemours, 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 Envista 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 Envista Chemours shall, subject to the limitations set forth in Section 6.57.6, 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 Envista Fortive or its predecessors prior to the Effective Time, ▇▇▇▇▇▇▇ mayshall, at its sole discretion, provide Envista Fortive with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ in its sole discretion, Envista Fortive and ▇▇▇▇▇▇▇ 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 Envista Fortive or its predecessors with respect to any Envista 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) Envista Fortive shall inform ▇▇▇▇▇▇▇ of any potential claim under any of the Company Policies with regard to any Envista Fortive Liability and ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ shall provide a copy of all such claim reports and submissions to EnvistaFortive; provided, that with respect to any such claims, Envista Fortive shall provide ▇▇▇▇▇▇▇ with the information regarding the claims and provide recommendations with regard to the reporting and submission of such claims, and ▇▇▇▇▇▇▇ shall consult with Envista Fortive with regard to the timing thereof; (ii) If and to the extent that Envista Fortive is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Envista Fortive shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse Envista 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, collateral requirements and costs, Taxes, surcharges, additional premiums, state assessments, reinsurance costs, and other related costs, relating to all open, closed or closed, re-opened claims covered by the applicable Policies, whether such claims are made by EnvistaFortive, its employees or third parties, and Envista Fortive shall indemnify, hold harmless and reimburse ▇▇▇▇▇▇▇ for any such amounts incurred by ▇▇▇▇▇▇▇ to the extent resulting from any access to, any claims made by Envista Fortive under, any Company Policies provided pursuant to this Section 9.1. If ▇▇▇▇▇▇▇ and Envista 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 ▇▇▇▇▇▇▇ and partially by Envista, at the sole discretion of ▇▇▇▇▇▇▇Fortive, any insurance recovery resulting therefrom may will first be allocated to reimburse ▇▇▇▇▇▇▇ and/or Envista 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 ▇▇▇▇▇▇▇ and Envista Fortive in a manner at the sole discretion of to be negotiated in good faith by ▇▇▇▇▇▇▇ and 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) Envista Fortive shall exclusively bear (and ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse Envista 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 Envista 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), ▇▇▇▇▇▇▇ shall control the administration of all such claims, including the timing of any assertion and pursuit of coverage, and Envista Fortive shall not take any action that would be reasonably likely to: (A) have an adverse impact on the then-current relationship between ▇▇▇▇▇▇▇ and the applicable insurance company; (B) result in the applicable insurance company terminating or reducing coverage to ▇▇▇▇▇▇▇ or EnvistaFortive, or increasing the amount of any premium owed by ▇▇▇▇▇▇▇ under the applicable Company Policies; (C) otherwise compromise, jeopardize or interfere with the rights of ▇▇▇▇▇▇▇ under the applicable Company Policies or (D) otherwise compromise or impair ▇▇▇▇▇▇▇’▇ ability to enforce its rights with respect to any indemnification under or arising out of this Agreement, and ▇▇▇▇▇▇▇ shall have the right, in its sole discretion, to cause Envista Fortive to desist from any action that ▇▇▇▇▇▇▇ determines, in its sole discretion, would compromise or impair ▇▇▇▇▇▇▇’▇ rights in accordance with this clause (D). At all times, ▇▇▇▇▇▇▇ and Envista Fortive shall, subject to the limitations set forth in Section 6.57.6, 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 Envista Chemours or its predecessors prior to the Effective TimeTime relating to the matters set forth on Schedule 9.1(b), ▇▇▇▇▇▇▇ mayDuPont shall, at its sole discretion, provide Envista Chemours with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ DuPont in its sole discretion, Envista Chemours 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 Envista Chemours or its predecessors with respect to any Envista 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) Envista Chemours shall inform ▇▇▇▇▇▇▇ DuPont of any potential claim under any of the Company Policies with regard to any Envista Chemours Liability set forth on Schedule 9.1(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 ▇▇▇▇▇▇▇ shall provide a copy of all such claim reports and submissions to EnvistaChemours; provided, that with respect to any such claimsclaims related to the matters listed on Schedule 9.1(b)(ii), Envista 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 Envista Chemours with regard to the timing thereofwith respect to making any such claims; (ii) If and to the extent that Envista Chemours is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Envista Chemours shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ DuPont shall have no obligation to repay or reimburse Envista 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, collateral requirements and costs, Taxes, surcharges, additional premiums, state assessments, reinsurance costs, and other related costs, relating to all open, closed or closed, re-opened claims covered by the applicable Policies, whether such claims are made by EnvistaChemours, its employees or third parties, and Envista 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 Envista Chemours under, any Company Policies provided pursuant to this Section 9.1. If ▇▇▇▇▇▇▇ DuPont and Envista 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 Envista, at the sole discretion of ▇▇▇▇▇▇▇Chemours, any insurance recovery resulting therefrom may will first be allocated to reimburse ▇▇▇▇▇▇▇ DuPont and/or Envista 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 Envista Chemours in a manner at the sole discretion of ▇▇▇▇▇▇▇ 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) Envista Chemours shall exclusively bear (and ▇▇▇▇▇▇▇ DuPont shall have no obligation to repay or reimburse Envista 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 Envista 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 Envista 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 EnvistaChemours, 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 Envista 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 Envista Chemours shall, subject to the limitations set forth in Section 6.57.6, 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 Envista Chemours or its predecessors prior to the Effective TimeTime relating to the matters set forth on Schedule 9.1(b), ▇▇▇▇▇▇▇ mayDuPont shall, at its sole discretion, provide Envista Chemours with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ DuPont in its sole discretion, Envista Chemours 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 Envista Chemours or its predecessors with respect to any Envista 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) Envista Chemours shall inform ▇▇▇▇▇▇▇ DuPont of any potential claim under any of the Company Policies with regard to any Envista 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 EnvistaChemours; provided, that with respect to any such claims, Envista 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 Envista Chemours with regard to the timing thereof; ; (ii) If and to the extent that Envista Chemours is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Envista Chemours shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ DuPont shall have no obligation to repay or reimburse Envista 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, collateral requirements and costs, Taxes, surcharges, additional premiums, state assessments, reinsurance costs, and other related costs, relating to all open, closed or closed, re-opened claims covered by the applicable Policies, whether such claims are made by EnvistaChemours, its employees or third parties, and Envista 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 Envista Chemours under, any Company Policies provided pursuant to this Section 9.1. If ▇▇▇▇▇▇▇ DuPont and Envista 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 Envista, at the sole discretion of ▇▇▇▇▇▇▇Chemours, any insurance recovery resulting therefrom may will first be allocated to reimburse ▇▇▇▇▇▇▇ DuPont and/or Envista 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 Envista Chemours in a manner at the sole discretion of ▇▇▇▇▇▇▇ 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) Envista Chemours shall exclusively bear (and ▇▇▇▇▇▇▇ DuPont shall have no obligation to repay or reimburse Envista 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 Envista 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 Envista 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 EnvistaChemours, 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 Envista 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 Envista Chemours shall, subject to the limitations set forth in Section 6.57.6, 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 Envista SpinCo or its predecessors prior to the Effective Time, ▇▇▇▇▇▇▇ mayParent shall, at its sole discretion, provide Envista SpinCo with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ Parent in its sole discretion, Envista SpinCo and ▇▇▇▇▇▇▇ Parent 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 Envista SpinCo or its predecessors with respect to any Envista 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) Envista SpinCo shall inform ▇▇▇▇▇▇▇ Parent of any potential claim under any of the Company Policies with regard to any Envista SpinCo Liability and ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Parent shall provide a copy of all such claim reports and submissions to EnvistaSpinCo; provided, that with respect to any such claims, Envista SpinCo shall provide ▇▇▇▇▇▇▇ Parent with the information regarding the claims and provide recommendations with regard to the reporting and submission of such claims, and ▇▇▇▇▇▇▇ Parent shall consult with Envista SpinCo with regard to the timing thereof; (ii) If and to the extent that Envista SpinCo is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Envista SpinCo shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ Parent shall have no obligation to repay or reimburse Envista 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, collateral requirements and costs, Taxes, surcharges, additional premiums, state assessments, reinsurance costs, and other related costs, relating to all open, closed or closed, re-opened claims covered by the applicable Policies, whether such claims are made by EnvistaSpinCo, its employees or third parties, and Envista SpinCo shall indemnify, hold harmless and reimburse ▇▇▇▇▇▇▇ Parent for any such amounts incurred by ▇▇▇▇▇▇▇ Parent to the extent resulting from any access to, any claims made by Envista SpinCo under, any Company Policies provided pursuant to this Section 9.1. If ▇▇▇▇▇▇▇ Parent and Envista 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 ▇▇▇▇▇▇▇ Parent and partially by Envista, at the sole discretion of ▇▇▇▇▇▇▇SpinCo, any insurance recovery resulting therefrom may will first be allocated to reimburse ▇▇▇▇▇▇▇ Parent and/or Envista 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 ▇▇▇▇▇▇▇ Parent and Envista SpinCo in a manner at the sole discretion of ▇▇▇▇▇▇▇ to be negotiated in good faith by Parent and 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) Envista SpinCo shall exclusively bear (and ▇▇▇▇▇▇▇ Parent shall have no obligation to repay or reimburse Envista 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 Envista 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), ▇▇▇▇▇▇▇ Parent shall control the administration of all such claims, including the timing of any assertion and pursuit of coverage, and Envista SpinCo shall not take any action that would be reasonably likely to: (A) have an adverse impact on the then-current relationship between ▇▇▇▇▇▇▇ Parent and the applicable insurance company; (B) result in the applicable insurance company terminating or reducing coverage to ▇▇▇▇▇▇▇ Parent or EnvistaSpinCo, or increasing the amount of any premium owed by ▇▇▇▇▇▇▇ Parent under the applicable Company Policies; (C) otherwise compromise, jeopardize or interfere with the rights of ▇▇▇▇▇▇▇ Parent under the applicable Company Policies or (D) otherwise compromise or impair ▇▇▇▇▇▇▇’▇ Parent’s ability to enforce its rights with respect to any indemnification under or arising out of this Agreement, and ▇▇▇▇▇▇▇ Parent shall have the right, in its sole discretion, to cause Envista SpinCo to desist from any action that ▇▇▇▇▇▇▇ Parent determines, in its sole discretion, would compromise or impair ▇▇▇▇▇▇▇’▇ Parent’s rights in accordance with this clause (D). At all times, ▇▇▇▇▇▇▇ Parent and Envista SpinCo shall, subject to the limitations set forth in Section 6.57.6, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim.