Administration Other Matters. 18 9.04. Agreement for Waiver of Conflict and Shared Defense................. 20 9.05. Cooperation......................................................... 20 ARTICLE X MISCELLANEOUS
Administration Other Matters. 33 7.4 Agreement for Waiver of Conflict and Shared Defense . . . . . . . . .35 7.5 Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
Administration Other Matters. (a) From and after the Time of Distribution, SNFCo shall be responsible for (i) Insurance Administration of the Company Policies and (ii) Claims Administration under such Company Policies with respect to Institutional Pharmacy Liabilities and Skilled Nursing Liabilities that relate to claims asserted prior to the Distribution Date and SNFCo shall be responsible for any premiums, deductibles and retentions in respect of such Company Policies and the cost of any such claims shall be the sole responsibility and obligation of SNFCo including, without limitation, claims (and related costs and expenses) that exceed the limits of the applicable Company Policy or where the limits of the applicable Company Policy have been exhausted, and any resulting actuarial gains or losses shall inure solely to SNFCo. From and after the Time of Distribution, GranCare shall file with SNFCo all claims asserted subsequent to the Time of Distribution that relate to occurrences prior to the Time of Distribution arising out of or in connection with the Institutional Pharmacy Business and SNFCo shall be responsible for notifying the appropriate insurance carrier and providing GranCare with copies of all correspondence relating to such notification. Thereafter, GranCare shall be responsible for Claims Administration relating to all such claims wherein SNFCo shall not be named as a co-defendant and GranCare shall provide SNFCo with copies of all correspondence, documents and other materials that may be material to an understanding by SNFCo of the status of such claims; it being expressly acknowledged and agreed that SNFCo's retention of the administrative responsibilities for submitting notices of claims under the appropriate Company Policies shall not relieve GranCare of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner. Subject to the indemnification provisions of Article III, each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Company Policies to the extent such defense costs are not covered under such Company Policies and shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective Insured Claims under Company Policies. (b)
Administration Other Matters. 17 (b)Allocation of Insurance Proceeds.................... 17 Section 5.4. Agreement for Waiver of Conflict and Shared Defense.... 18 Section 5.5. Cooperation............................................ 18
Administration Other Matters. From and after the Spin-Off Date, Geo Point Utah, on the one hand, and Geo Point Nevada on the other hand, shall become responsible for coverage, at its sole cost and expense.
Administration Other Matters. (a) From and after the Separation Time, except as set forth in Section 7.2(c), U S WEST shall be responsible for Insurance Administration under the Joint Insurance Arrangements with respect to MediaOne Liabilities and New U S WEST shall be responsible for Insurance Administration under the Joint Insurance Arrangements with respect to New U S WEST Liabilities. The disbursements, out-of-pocket expenses and costs of employees or agents of U S WEST or New U S WEST relating to Insurance Administration contemplated by this
Administration Other Matters. Consistent with the provisions ------------------------------ of Article VII, after the Distribution Date,
Administration Other Matters. 29 Section 6.4. Agreement for Waiver of Conflict and Shared Defense............................31 Section 6.5. Cooperation....................................................................31 ARTICLE VII MISCELLANEOUS.....................................................................................31 Section 7.1. Complete Agreement; Construction...............................................31 Section 7.2. Ancillary Agreements...........................................................32 Section 7.3. Counterparts...................................................................32 Section 7.4. Survival of Agreements.........................................................32 Section 7.5. Distribution Expenses..........................................................32 Section 7.6. Notices........................................................................32 Section 7.7. Waivers........................................................................33 Section 7.8. Amendments.....................................................................34 - ii - 4 Section 7.9. Successors and Assigns.........................................................34 Section 7.10. Termination....................................................................34 Section 7.11. Subsidiaries...................................................................34 Section 7.12. Third Party Beneficiaries......................................................34 Section 7.13. Title and Headings.............................................................34 Section 7.14. Exhibits and Schedules.........................................................34 Section 7.15. Governing Law..................................................................34 Section 7.16. Consent to Jurisdiction........................................................34 Section 7.17. Severability...................................................................35 Section 7.18. Consolidation, Merger, Etc.....................................................35 EXHIBITS Exhibit Description of Exhibit ------- ---------------------- Exhibit A Ancillary Workers' Compensation Agreement Exhibit B Limited Warranty Deed Exhibit C Employee Benefits Agreement Exhibit D Lease Agreement (Parent Corporate Headquarters) Exhibit E Tax Disaffiliation Agreement Exhibit F Transition Services Agreement SCHEDULES Schedule Description of Schedule -------- ----------------------- Schedule 1.1(p) Corporate Transactions Schedule 1.1(pp) Pare...
Administration Other Matters. 39 Section 8.04. Retrospectively Calculated Insurance Premiums................................ 40 Section 8.05. Allocation of Insurance Proceeds; Cooperation................................ 40 Section 8.06. Reimbursement of Expenses.................................................... 40 Section 8.07. Insurer Insolvency or Coverage Controversy................................... 41 Section 8.08. Agreement for Waiver of Conflict and Shared Defense.......................... 41 Section 8.09. Direct Responsibility for Claims; Additional Insurance; No Modifications..... 41 TABLE OF CONTENTS (continued)
Administration Other Matters. From and after the Distribution Effective Time, each Party shall be responsible for claims administration with respect to its respective insured claims and shall provide reasonable assistance to the other Party at the request of the other Party in regards to such claims administration. Each Party shall provide prompt notice to the other Party of any claims submitted by any member of such Party’s Group under the other Party’s Group’s insurance policies and of any insurance proceeds related thereto after the submission of any such claim and again after the receipt of any such insurance proceeds. Each Party shall administer and pay any costs relating to defending its respective insured claims to the extent such defense costs are not covered under such policies, shall be responsible for any amounts of its respective insured claims that fall below applicable deductibles or self-insured retentions, and shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective insured claims. Notwithstanding anything herein to the contrary, Dell shall retain the exclusive right to control the Dell Group’s insurance policies and to amend, modify or waive any of its rights under any such policies. Dell shall have the sole right to commute or otherwise terminate any of the Dell Group’s insurance policies.
