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 Fortive or its predecessors prior to the Effective Time, ▇▇▇▇▇▇▇ shall, at its sole discretion, provide Fortive with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ in its sole discretion, Fortive and ▇▇▇▇▇▇▇ may jointly make claims under, Company Policies if and solely to the extent that the terms of such policies provide for such coverage to Fortive or its predecessors with respect to any 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) Fortive shall inform ▇▇▇▇▇▇▇ of any potential claim under any of the Company Policies with regard to any 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 Fortive; provided, that with respect to any such claims, 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 Fortive with regard to the timing thereof; (ii) If and to the extent that Fortive is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Fortive shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse 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 Fortive, its employees or third parties, and 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 Fortive under, any Company Policies provided pursuant to this Section 9.1. If ▇▇▇▇▇▇▇ and 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 Fortive, any insurance recovery resulting therefrom will first be allocated to reimburse ▇▇▇▇▇▇▇ and/or 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 Fortive in a manner 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) Fortive shall exclusively bear (and ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse 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 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 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 Fortive, 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 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 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 Fortive Chemours or its predecessors prior to the Effective TimeTime relating to the matters set forth on Schedule 9.1(b), ▇▇▇▇▇▇▇ DuPont shall, at its sole discretion, provide Fortive Chemours with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ DuPont in its sole discretion, Fortive 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 Fortive Chemours or its predecessors with respect to any Fortive 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) Fortive Chemours shall inform ▇▇▇▇▇▇▇ DuPont of any potential claim under any of the Company Policies with regard to any Fortive 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 FortiveChemours; provided, that with respect to any such claims, Fortive 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 Fortive Chemours with regard to the timing thereof; (ii) If and to the extent that Fortive Chemours is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Fortive Chemours shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ DuPont shall have no obligation to repay or reimburse Fortive 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 FortiveChemours, its employees or third parties, and Fortive 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 Fortive Chemours under, any Company Policies provided pursuant to this Section 9.1. If ▇▇▇▇▇▇▇ DuPont and Fortive 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 FortiveChemours, any insurance recovery resulting therefrom will first be allocated to reimburse ▇▇▇▇▇▇▇ DuPont and/or Fortive 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 Fortive Chemours in a manner to be negotiated in good faith by ▇▇▇▇▇▇▇ DuPont and Fortive 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) Fortive Chemours shall exclusively bear (and ▇▇▇▇▇▇▇ DuPont shall have no obligation to repay or reimburse Fortive 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 Fortive 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 Fortive 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 FortiveChemours, 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 Fortive 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 Fortive 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 Fortive Envista or its predecessors prior to the Effective Time, ▇▇▇▇▇▇▇ shallmay, at its sole discretion, provide Fortive Envista with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ in its sole discretion, Fortive 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 Fortive Envista or its predecessors with respect to any Fortive 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) Fortive Envista shall inform ▇▇▇▇▇▇▇ of any potential claim under any of the Company Policies with regard to any Fortive 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 FortiveEnvista; provided, that with respect to any such claims, Fortive 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 Fortive Envista with regard to the timing thereof; (ii) If and to the extent that Fortive Envista is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Fortive Envista shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse Fortive 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 FortiveEnvista, its employees or third parties, and Fortive 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 Fortive Envista under, any Company Policies provided pursuant to this Section 9.1. If ▇▇▇▇▇▇▇ and Fortive 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 FortiveEnvista, at the sole discretion of ▇▇▇▇▇▇▇, any insurance recovery resulting therefrom will may first be allocated to reimburse ▇▇▇▇▇▇▇ and/or Fortive 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 Fortive Envista in a manner to be negotiated in good faith by at the sole discretion of ▇▇▇▇▇▇▇ 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) Fortive Envista shall exclusively bear (and ▇▇▇▇▇▇▇ shall have no obligation to repay or reimburse Fortive 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 Fortive 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 Fortive 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 FortiveEnvista, 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 Fortive 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 Fortive 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 Fortive Chemours or its predecessors prior to the Effective TimeTime relating to the matters set forth on Schedule 9.1(b), ▇▇▇▇▇▇▇ DuPont shall, at its sole discretion, provide Fortive Chemours with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ DuPont in its sole discretion, Fortive 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 Fortive Chemours or its predecessors with respect to any Fortive 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) Fortive Chemours shall inform ▇▇▇▇▇▇▇ DuPont of any potential claim under any of the Company Policies with regard to any Fortive 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 FortiveChemours; provided, that with respect to any such claims, Fortive 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 Fortive Chemours with regard to the timing thereof; ; (ii) If and to the extent that Fortive Chemours is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Fortive Chemours shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ DuPont shall have no obligation to repay or reimburse Fortive 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 FortiveChemours, its employees or third parties, and Fortive 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 Fortive Chemours under, any Company Policies provided pursuant to this Section 9.1. If ▇▇▇▇▇▇▇ DuPont and Fortive 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 FortiveChemours, any insurance recovery resulting therefrom will first be allocated to reimburse ▇▇▇▇▇▇▇ DuPont and/or Fortive 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 Fortive Chemours in a manner to be negotiated in good faith by ▇▇▇▇▇▇▇ DuPont and Fortive 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) Fortive Chemours shall exclusively bear (and ▇▇▇▇▇▇▇ DuPont shall have no obligation to repay or reimburse Fortive 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 Fortive 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 Fortive 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 FortiveChemours, 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 Fortive 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 Fortive 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 Fortive SpinCo or its predecessors prior to the Effective Time, ▇▇▇▇▇▇▇ Parent shall, at its sole discretion, provide Fortive SpinCo with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ Parent in its sole discretion, Fortive SpinCo and ▇▇▇▇▇▇▇ 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 Fortive SpinCo or its predecessors with respect to any Fortive 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) Fortive SpinCo shall inform ▇▇▇▇▇▇▇ Parent of any potential claim under any of the Company Policies with regard to any Fortive 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 FortiveSpinCo; provided, that with respect to any such claims, Fortive 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 Fortive SpinCo with regard to the timing thereof; (ii) If and to the extent that Fortive SpinCo is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Fortive SpinCo shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ Parent shall have no obligation to repay or reimburse Fortive 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 FortiveSpinCo, its employees or third parties, and Fortive 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 Fortive SpinCo under, any Company Policies provided pursuant to this Section 9.1. If ▇▇▇▇▇▇▇ Parent and Fortive 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 FortiveSpinCo, any insurance recovery resulting therefrom will first be allocated to reimburse ▇▇▇▇▇▇▇ Parent and/or Fortive 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 Fortive SpinCo in a manner to be negotiated in good faith by ▇▇▇▇▇▇▇ Parent and Fortive 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) Fortive SpinCo shall exclusively bear (and ▇▇▇▇▇▇▇ Parent shall have no obligation to repay or reimburse Fortive 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 Fortive 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 Fortive 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 FortiveSpinCo, 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 Fortive 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 Fortive 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 Fortive Chemours or its predecessors prior to the Effective TimeTime relating to the matters set forth on Schedule 9.1(b), ▇▇▇▇▇▇▇ DuPont shall, at its sole discretion, provide Fortive Chemours with access to, and, if and to the extent determined by ▇▇▇▇▇▇▇ DuPont in its sole discretion, Fortive 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 Fortive Chemours or its predecessors with respect to any Fortive 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) Fortive Chemours shall inform ▇▇▇▇▇▇▇ DuPont of any potential claim under any of the Company Policies with regard to any Fortive 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 FortiveChemours; provided, that with respect to any such claimsclaims related to the matters listed on Schedule 9.1(b)(ii), Fortive 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 Fortive Chemours with regard to the timing thereofwith respect to making any such claims; (ii) If and to the extent that Fortive Chemours is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Fortive Chemours shall exclusively bear and be responsible for (and ▇▇▇▇▇▇▇ DuPont shall have no obligation to repay or reimburse Fortive 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 FortiveChemours, its employees or third parties, and Fortive 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 Fortive Chemours under, any Company Policies provided pursuant to this Section 9.1. If ▇▇▇▇▇▇▇ DuPont and Fortive 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 FortiveChemours, any insurance recovery resulting therefrom will first be allocated to reimburse ▇▇▇▇▇▇▇ DuPont and/or Fortive 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 Fortive Chemours in a manner to be negotiated in good faith by ▇▇▇▇▇▇▇ DuPont and Fortive 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) Fortive Chemours shall exclusively bear (and ▇▇▇▇▇▇▇ DuPont shall have no obligation to repay or reimburse Fortive 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 Fortive 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 Fortive 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 FortiveChemours, 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 Fortive 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 Fortive 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.