Common use of Rights Under Insurance Policies Clause in Contracts

Rights Under Insurance Policies. Except as otherwise specified in this Article VI or any other Transaction Agreement, the Spinco Entities shall have no rights with respect to any insurance policies of Cohesant, except that Spinco will have the right to (x) assert claims and to resolve existing and pending claims under Insurance Policies for any loss, liability or damage arising out of insured incidents to the extent relating to the Business occurring from the date coverage thereunder first commenced until the Distribution Date and (y) acquire all rights, privileges and proceeds of such Insurance Policies relating to the claims specified in clause (x); provided that, (i) all of Cohesant’s and each Cohesant Entity’s reasonable out-of-pocket costs and expenses, if any, incurred in connection with the foregoing shall be promptly paid by Spinco and (ii) Cohesant and the Cohesant Entities may, at any time, without liability or obligation to any Spinco Entity, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Insurance Policy (and such Insurance Policy shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications). No Cohesant Entity shall bear any Liability for the failure of an insurer to pay any claim under any Insurance Policy. Notwithstanding anything to the contrary herein, Spinco may at any time, and from time to time, inform Cohesant by written notice that it desires to terminate its rights to assert claims under any or all Insurance Policies, in which case Spinco’s rights to assert claims relating to Business Liabilities under such Insurance Policy or Policies shall terminate immediately. In the case of any amendments, commutations, terminations, buy-outs, extinguishments and modifications of an Insurance Policy, Cohesant shall provide reasonable advance notice thereof to Spinco and shall reasonably cooperate with Spinco to assist Spinco in obtaining insurance policies under which Spinco is an insured party.

Rights Under Insurance Policies. Except as otherwise specified in this Article VI or any other Transaction Agreement, the Spinco DMRC Entities shall have no rights with respect to any insurance policies of CohesantDigimarc, except that Spinco DMRC will have the right to (xi) assert claims and to resolve existing and pending claims under Insurance Policies for any loss, liability or damage arising out of insured incidents to the extent relating to the Digital Watermarking Business occurring from the date coverage thereunder first commenced until the Distribution Date and (yii) acquire all rights, privileges and proceeds of such Insurance Policies relating to the claims specified in clause (xi); provided that, (iA) all of CohesantDigimarc’s and each Cohesant Digimarc Entity’s reasonable out-of-pocket costs and expenses, if any, incurred in connection with the foregoing shall be promptly paid by Spinco DMRC and (iiB) Cohesant Digimarc and the Cohesant Digimarc Entities may, at any time, without liability or obligation to any Spinco DMRC Entity, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Insurance Policy (and such Insurance Policy shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications). No Cohesant Digimarc Entity shall bear any Liability for the failure of an insurer to pay any claim under any Insurance Policy. Notwithstanding anything to the contrary herein, Spinco DMRC may at any time, and from time to time, inform Cohesant Digimarc by written notice that it desires to terminate its rights to assert claims under any or all Insurance Policies, in which case SpincoDMRC’s rights to assert claims relating to Business DMRC Liabilities under such Insurance Policy or Insurance Policies shall terminate immediately. In the case of any amendments, commutations, terminations, buy-outs, extinguishments and modifications of an Insurance Policy, Cohesant Digimarc shall provide reasonable advance notice thereof to Spinco and shall reasonably cooperate with Spinco to assist Spinco in obtaining insurance policies under which Spinco is an insured partyDMRC.

Rights Under Insurance Policies. Except as otherwise specified in this Article VI or any other Transaction Agreement, the Spinco Entities shall have no rights with respect to any insurance policies of CohesantTWDC, except that Spinco will have the right to (x) assert claims and to resolve existing and pending claims under Insurance Policies for any loss, liability or damage arising out of insured incidents to the extent relating to the Business occurring from the date coverage thereunder first commenced until the Distribution Date and (y) acquire all rights, privileges and proceeds of such Insurance Policies relating to the claims specified in clause (x); provided that, (i) all of CohesantTWDC’s and each Cohesant TWDC Entity’s reasonable out-of-pocket costs and expenses, if any, incurred in connection with the foregoing shall be promptly paid by Spinco and (ii) Cohesant TWDC and the Cohesant TWDC Entities may, at any time, without liability or obligation to any Spinco Entity, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Insurance Policy (and such Insurance Policy shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications). No Cohesant TWDC Entity shall bear any Liability for the failure of an insurer to pay any claim under any Insurance Policy. Notwithstanding anything to the contrary herein, Spinco may at any time, and from time to time, inform Cohesant TWDC by written notice that it desires to terminate its rights to assert claims under any or all Insurance Policies, in which case Spinco’s rights to assert claims relating to Business Liabilities under such Insurance Policy or Policies shall terminate immediately. In the case of any amendments, commutations, terminations, buy-outs, extinguishments and modifications of an Insurance Policy, Cohesant TWDC shall provide reasonable advance notice thereof to Spinco and shall reasonably cooperate with Spinco to assist Spinco in obtaining insurance policies under which Spinco is an insured party.

Rights Under Insurance Policies. Except as otherwise specified in this Article VI or any other Transaction Agreement, the Spinco Entities shall have no rights with respect to any insurance policies of CohesantTWDC, except that Spinco will have the right to (x) assert claims and to resolve existing and pending claims under Insurance Policies for any loss, liability or damage arising out of insured incidents to the extent relating to the Business occurring from the date coverage thereunder first commenced until the Distribution Date and (y) acquire all rights, privileges and proceeds of such Insurance Policies relating to the claims specified in clause (x); provided that, (i) all of Cohesant’s TWDC's and each Cohesant TWDC Entity’s 's reasonable out-of-pocket costs and expenses, if any, incurred in connection with the foregoing shall be promptly paid by Spinco and (ii) Cohesant TWDC and the Cohesant TWDC Entities may, at any time, without liability or obligation to any Spinco Entity, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Insurance Policy (and such Insurance Policy shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications). No Cohesant TWDC Entity shall bear any Liability for the failure of an insurer to pay any claim under any Insurance Policy. Notwithstanding anything to the contrary herein, Spinco may at any time, and from time to time, inform Cohesant TWDC by written notice that it desires to terminate its rights to assert claims under any or all Insurance Policies, in which case Spinco’s 's rights to assert claims relating to Business Liabilities under such Insurance Policy or Policies shall terminate immediately. In the case of any amendments, commutations, terminations, buy-outs, extinguishments and modifications of an Insurance Policy, Cohesant TWDC shall provide reasonable advance notice thereof to Spinco and shall reasonably cooperate with Spinco to assist Spinco in obtaining insurance policies under which Spinco is an insured party.

Rights Under Insurance Policies. (a) Except as otherwise specified in this Article VI or any other Transaction Agreement, members of the Spinco Entities Group shall have no rights with respect to any insurance policies of Cohesantany Heinz Entity, except that Spinco will have the right to (x) assert claims and to resolve existing and pending claims under Insurance Policies for any loss, liability or damage arising out of insured incidents to the extent relating to the Spinco Business occurring from the date coverage thereunder first commenced until the Distribution Date and (y) acquire require all rights, privileges and proceeds of such Insurance Policies relating to the claims specified in clause (x); provided thatprovided, that (i) all of Cohesant’s Heinz's and each Cohesant Entity’s member of the Heinz Group's reasonable out-of-pocket costs and expenses, if any, expenses incurred in connection with the foregoing shall be promptly paid by Spinco and (ii) Cohesant Heinz and the Cohesant Entities members of the Heinz Group may, at any time, without liability or obligation to any member of the Spinco EntityGroup (other than as set forth in Section 6.02(b)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Insurance Policy (and such Insurance Policy shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications). No Cohesant Entity member of the Heinz Group shall bear any Liability for the failure of an insurer to pay any claim under any Insurance Policy. Notwithstanding anything to the contrary herein, Spinco may at any time, and from time to time, inform Cohesant Heinz by written notice that it desires to terminate its rights to assert claims under any or all Insurance Policies, in which case Spinco’s 's rights to assert claims relating to Business Spinco Liabilities and Insured Spinco Liabilities under such Insurance Policy or Policies shall terminate immediately. In the case of any amendments, commutations, terminations, buy-outs, extinguishments and modifications of an Insurance Policy, Cohesant shall provide reasonable advance notice thereof to Spinco and shall reasonably cooperate with Spinco to assist Spinco in obtaining insurance policies under which Spinco is an insured party.

Rights Under Insurance Policies. Except as otherwise specified in this Article VI or any other Transaction Agreement, the Spinco DMRC Entities shall have no rights with respect to any insurance policies of CohesantDigimarc, except that Spinco DMRC will have the right to (xi) assert claims and to resolve existing and pending claims under Insurance Policies for any loss, liability or damage arising out of insured incidents to the extent relating to the Digital Watermarking Business occurring from the date coverage thereunder first commenced until the Distribution Date or Trust Transfer Date, as applicable, and (yii) acquire all rights, privileges and proceeds of such Insurance Policies relating to the claims specified in clause (xi); provided that, (iA) all of CohesantDigimarc’s and each Cohesant Digimarc Entity’s reasonable out-of-pocket costs and expenses, if any, incurred in connection with the foregoing shall be promptly paid by Spinco DMRC and (iiB) Cohesant Digimarc and the Cohesant Digimarc Entities may, at any time, without liability or obligation to any Spinco DMRC Entity, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Insurance Policy (and such Insurance Policy shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications). No Cohesant Digimarc Entity shall bear any Liability for the failure of an insurer to pay any claim under any Insurance Policy. Notwithstanding anything to the contrary herein, Spinco DMRC may at any time, and from time to time, inform Cohesant Digimarc by written notice that it desires to terminate its rights to assert claims under any or all Insurance Policies, in which case SpincoDMRC’s rights to assert claims relating to Business DMRC Liabilities under such Insurance Policy or Insurance Policies shall terminate immediately. In the case of any amendments, commutations, terminations, buy-outs, extinguishments and modifications of an Insurance Policy, Cohesant Digimarc shall provide reasonable advance notice thereof to Spinco and shall reasonably cooperate with Spinco to assist Spinco in obtaining insurance policies under which Spinco is an insured partyDMRC.