Common use of Policies and Rights Included Within Assets Clause in Contracts

Policies and Rights Included Within Assets. (a) The LQ Parent Retained Assets shall include any and all rights of an insured party under each of the Policies (and, for clarity, LQ Parent shall, both before and after the Effective Time, remain the policy owner of each Policy), subject to the terms of such Policies and any limitations or obligations of LQ Parent contemplated by this Article IX, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Effective Time by either Party in or in connection with the conduct of the LQ Parent Retained Business or, to the extent any claim is made against LQ Parent or any of its Subsidiaries, the conduct of the Separated Real Estate Business, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such Policies; provided, however, that nothing in this Article IX shall be deemed to constitute (or to reflect) an assignment of such Policies by LQ Parent.

Appears in 3 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (CorePoint Lodging Inc.), Separation and Distribution Agreement (La Quinta Holdings Inc.)

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Policies and Rights Included Within Assets. (a) The LQ Parent Retained Real Estate Assets shall include (i) any and all rights of an insured party Party under each of the Policies (and, for clarity, LQ Parent shall, both before and after the Effective Time, remain the policy owner of each Policy)Real Estate Shared Policies, subject to the terms of such Real Estate Shared Policies and any limitations or obligations of LQ Parent Realogy contemplated by this Article IXXI, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all alleged wrongful acts , claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Effective Time Realogy Distribution Date by either any Party in or in connection with the conduct of the LQ Parent Retained Real Estate Business or, to the extent any claim is made against LQ Parent Realogy or any of its Subsidiaries, the conduct of the Separated Real Estate Vehicle Rental Business, the Hospitality Business or the Travel Business, and which alleged wrongful acts, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Real Estate Shared Policies; provided, however, that nothing in this Article IX clause shall be deemed to constitute (or to reflect) an assignment of such Policies by LQ ParentReal Estate Shared Policies, or any of them, to Realogy, and (ii) the Real Estate Policies.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Realogy Corp), Separation and Distribution Agreement (Cendant Corp)

Policies and Rights Included Within Assets. The Lanixx Xxxets shall include (a) The LQ Parent Retained Assets shall include any and all rights of an insured party under each of the Policies (and, for clarity, LQ Parent shall, both before and after the Effective Time, remain the policy owner of each Policy)Harrxx Xxxred Policies, subject to the terms of such Harrxx Xxxred Policies and any limitations or obligations of LQ Parent contemplated Lanixx xxxtemplated by this Article IXVI, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Effective Time Distribution Date by either Party any party in or in connection with the conduct of the LQ Parent Retained Business Lanixx Xxxiness or, to the extent any claim is made against LQ Parent or Lanixx xx any of its Subsidiariesthe Lanixx Xxxsidiaries, the conduct of the Separated Real Estate BusinessHarrxx Xxxiness, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such Harrxx Xxxred Policies; provided, however, that nothing in this Article IX clause shall be deemed to constitute (or to reflect) an assignment or transfer of such Policies by LQ ParentHarrxx Xxxred Policies, or any of them, to Lanixx, xxd (b) the Lanixx Xxxicies.

Appears in 2 contracts

Samples: Agreement and Plan of Distribution (Lanier Worldwide Inc), Agreement and Plan of Distribution (Lanier Worldwide Inc)

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Policies and Rights Included Within Assets. (ai) The LQ assets of the Parent Retained Assets Group shall include (A) the Parent Policies, and (B) any and all rights of the Parent or a Parent Subsidiary as an insured party under each of the Common Policies (and, for clarity, LQ Parent shall, both before and after the Effective Time, remain the policy owner of each which is also a New Xxxxxxxx Policy), subject to the terms of such Common Policies and any limitations or obligations of LQ Parent contemplated by this Article IXSection 3.06, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses ("Insurable Claims") incurred or claimed to have been incurred on or prior to the Effective Time Distribution Date by either Party any party in or in connection with the conduct of the LQ businesses of the Parent Retained Business Group or, to the extent any claim is made against LQ Parent or any of its the Parent Subsidiaries, the conduct of the Separated Real Estate Businessbusinesses of the New Xxxxxxxx Group, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses Insurable Claims may arise out of an insured or insurable occurrence under one or more of such Common Policies; provided, however, that nothing in this Article IX clause shall be deemed to constitute (or to reflect) an assignment of such Policies by LQ ParentCommon Policies, or any of them, to Parent or any Parent Subsidiary.

Appears in 1 contract

Samples: Distribution Agreement (American Brands Inc /De/)

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