Common use of Administration Other Matters Clause in Contracts

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.

Administration Other Matters. (a) ADMINISTRATION. From and after the Time of DistributionDistribution Date, SNFCo IMPCO shall be responsible for (i) Insurance Administration of the Company Shared Policies and (ii) Claims Administration under such Company Shared Policies with respect to Institutional Pharmacy Liabilities Insured Claims of IMPCO and Skilled Nursing Liabilities Insured Claims of Quantum; provided that relate the assumption of such responsibilities by IMPCO is in no way intended to claims asserted prior limit, inhibit or preclude any right to the Distribution Date and SNFCo shall be responsible insurance coverage for any premiums, deductibles and retentions in respect Insured Claim of a named insured under such Company Policies and as contemplated by the cost terms of any such claims shall be the sole responsibility and obligation of SNFCo including, without limitation, claims (and related costs and expenses) this Agreement; provided further 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 SNFCoIMPCO's retention assumption of the administrative responsibilities for submitting notices of claims under the appropriate Company Shared Policies shall not relieve GranCare the party submitting any Insured Claim of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner. Subject manner or of such party's authority to settle any such Insured Claim within any period permitted or required by the relevant Policy; and provided further that all direct or indirect communication with insurers relating to the indemnification provisions Shared Policies shall be conducted by IMPCO. IMPCO may discharge its administrative responsibilities under this Section 8.2 by contracting for the provision of Article III, each services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Company Shared 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 Shared Policies. The disbursements, out-of-pocket expenses and direct and indirect costs of employees or agents of IMPCO relating to Claims Administration and Insurance Administration contemplated by this Section 8.2(a) shall be for Quantum's account if they relate to Insured Claims of Quantum and for IMPCO's account if they relate to Insured Claims of IMPCO.

Administration Other Matters. (a) ADMINISTRATION. From and after the Time of DistributionDistribution Date, SNFCo IMS shall be responsible for (i) Insurance Administration of the Company Shared Policies and (ii) Claims Administration under such Company Shared Policies with respect to Institutional Pharmacy IMS Liabilities and Skilled Nursing Liabilities ST Liabilities; PROVIDED that relate the assumption of such responsibilities by IMS is in no way intended to claims asserted prior limit, inhibit or preclude any right to the Distribution Date and SNFCo shall be responsible insurance coverage for any premiums, deductibles and retentions in respect Insured Claim of a named insured under such Company Policies and as contemplated by the cost terms of any such claims shall be the sole responsibility and obligation of SNFCo including, without limitation, claims (and related costs and expenses) this Agreement; PROVIDED FURTHER 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 IMS’ assumption of the administrative responsibilities for submitting notices of claims under the appropriate Company Shared Policies shall not relieve GranCare the party submitting any Insured Claim of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner. Subject manner or of such party’s authority to settle any such Insured Claim within any period permitted or required by the relevant Policy; and PROVIDED FURTHER that all direct or indirect communication with insurers relating to the indemnification provisions Shared Policies shall be conducted by IMS. IMS may discharge its administrative responsibilities under this Section 7.3 by contracting for the provision of Article III, each services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Company Shared 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 Shared Policies. The disbursements, out-of-pocket expenses and direct and indirect costs of employees or agents of IMS relating to Claims Administration and Insurance Administration contemplated by this Section 7.3(a) shall be for ST’s account if they relate to ST Liabilities and for IMS’ account if they relate to IMS Liabilities. (b) EXCEEDING POLICY LIMITS. Except as set forth in this Section 7.3(b), IMS and ST shall not be liable to one another for claims not reimbursed by insurers for any reason not within the control of IMS or ST, as the case may be, including, without limitation, coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by IMS or ST or any defect in such claim or its processing, PROVIDED that ST shall be responsible for the amount of the difference, if any, between the deductible set forth in any Shared Policy and the deductible allocable to IMS as set forth in Schedule 7.3(b) hereto. (c) ALLOCATION OF INSURANCE PROCEEDS. Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid to IMS, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to ST with respect to ST Liabilities and to IMS with respect to IMS Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by IMS to the appropriate party upon receipt from the insurance carrier. In the event that the aggregate limits on any Shared Policies are exceeded by the aggregate of outstanding Insured Claims by both of the parties hereto, the parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which were covered under such Shared Policy (their “allocable portion of Insurance Proceeds”), and any party who has received Insurance Proceeds in excess of such party’s allocable portion of Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of Insurance Proceeds pursuant hereto. Each of the parties agrees to use commercially reasonable efforts to maximize available coverage under those Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

Administration Other Matters. (a) From Except as otherwise provided in Section 7.02 hereof, from and after the Time of DistributionEffective Date, SNFCo the Company shall be responsible for (i) Insurance Administration of, and Claims Administration under, the Shared Policies; provided that the retention of such responsibilities by the Company Policies and (ii) Claims Administration is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Company Policies with respect to Institutional Pharmacy Liabilities as contemplated by the terms of this Plan of Reorganization; and Skilled Nursing Liabilities provided further 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 SNFCoCompany's retention of the administrative responsibilities for submitting notices of claims under the appropriate Company Shared Policies shall not relieve GranCare Strategix, when submitting any Insured Claim, of the primary its responsibility for reporting such Insured Claim accurately, completely and in a timely mannermanner or of Strategix's authority to settle any such Insured Claim within any period permitted or required by the relevant Policy. Subject to The Company may discharge its administrative responsibilities under this Section 7.03 by contracting for the indemnification provisions provision of Article III, each services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Company Shared 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 Shared Policies. (b) Except for Losses that are subject to the indemnification provisions of Section 7.02, the Company and Strategix shall not be liable to one another for claims not reimbursed by insurers for any reason not within the control of the Company or Strategix, as the case may be, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by the Company or Strategix or any defect in such claim or its processing. (c) In the event that the aggregate limits on any Shared Policies are exceeded by the aggregate of outstanding Insured Claims filed by the parties hereto with respect to the period of coverage under such Shared Policy, the parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims that were covered under such Shared Policy with respect to such coverage period (the "allocable portion of insurance proceeds"), and any party who has received Insurance Proceeds in excess of such party's allocable portion of such Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of such Insurance Proceeds pursuant hereto. Each of the parties agrees to use reasonable efforts to maximize available coverage under the Shared Policies, and to take all reasonable steps to recover from all other responsible parties in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim. (d) In the event that each party has bona fide claims under any Shared Policy for which a deductible is payable with respect to the period of coverage under such Shared Policy, the parties agree that the aggregate amount of the deductible paid shall be borne by the parties in the same proportion that the Insurance Proceeds received by each such party with respect to such coverage period bears to the total Insurance Proceeds received under the applicable Shared Policy (the "allocable share of the deductible"), and any party that has paid more than such share of the deductible shall be entitled to receive from the other party an appropriate amount such that each party has borne its allocable share of the deductible pursuant hereto. For purposes of this paragraph 7.03(d), the amount of the relevant deductible under any Shared Policy shall be that set forth in Schedule 7.03(d) hereto. ----------------

Administration Other Matters. (a) From Except as otherwise provided in Section 9.02 hereof, from and after the Time of DistributionDistribution Date, SNFCo the Company shall be responsible for (i) Insurance Administration of, and Claims Administration under, the Shared Policies; provided that the retention of such responsibilities by the Company Policies and (ii) Claims Administration is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Company Policies with respect to Institutional Pharmacy Liabilities as contemplated by the terms of this Agreement; and Skilled Nursing Liabilities provided further 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 SNFCoCompany's retention of the administrative responsibilities for submitting notices of claims under the appropriate Company Shared Policies shall not relieve GranCare Spinco, when submitting any Insured Claim, of the primary its responsibility for reporting such Insured Claim accurately, completely and in a timely mannermanner or of Spinco's authority to settle any such Insured Claim within any period permitted or required by the relevant Policy. Subject to The Company may discharge its administrative responsibilities under this Section 9.03 by contracting for the indemnification provisions provision of Article III, each services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Company Shared 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 Shared Policies. Spinco shall reimburse the Company for its reasonable out-of-pocket expenses and direct and indirect costs of employees or agents of the Company relating to Claims Administration and Insurance Administration contemplated by this Section 9.03(a). (b) Except for Losses that are subject to the indemnification provisions of Section 6.02, the Company and Spinco shall not be liable to one another for claims not reimbursed by insurers for any reason not within the control of the Company or Spinco, as the case may be, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by the Company or Spinco or any defect in such claim or its processing. (c) In the event that the aggregate limits on any Shared Policies are exceeded by the aggregate of outstanding Insured Claims filed by the parties hereto with respect to the period of coverage under such Shared Policy, the parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims that were covered under such Shared Policy with respect to such coverage period (the "allocable portion of insurance proceeds"), and any party who has received Insurance Proceeds in excess of such party's allocable portion of such Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of such Insurance Proceeds pursuant hereto. Each of the parties agrees to use reasonable efforts to maximize available coverage under the Shared Policies, and to take all reasonable steps to recover from all other responsible parties in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim. (d) In the event that each party has bona fide claims under any Shared Policy for which a deductible is payable with respect to the period of coverage under such Shared Policy, the parties agree that the aggregate amount of the deductible paid shall be borne by the parties in the same proportion that the Insurance Proceeds received by each such party with respect to such coverage period bears to the total Insurance Proceeds received under the applicable Shared Policy (the "allocable share of the deductible"), and any party that has paid more than such share of the deductible shall be entitled to receive from the other party an appropriate amount such that each party has borne its allocable share of the deductible pursuant hereto. For purposes of this paragraph 9.03(d), the amount of the relevant deductible under any Shared Policy shall be that set forth in Schedule 9.03(d) hereto.

Administration Other Matters. (a) From and after the Time of DistributionRedemption Date, SNFCo Applera shall be responsible for (i) Insurance Administration of under the Company Policies and (ii) Claims Administration under such Company Policies Joint Insurance Arrangements with respect to Institutional Pharmacy all Liabilities other than the Celera Group Liabilities and Skilled Nursing Liabilities that relate to claims asserted prior to the Distribution Date and SNFCo Celera shall be responsible for Insurance Administration under the Joint Insurance Arrangements with respect to the Celera Group Liabilities. The disbursements, out-of-pocket expenses and costs of employees or agents of any premiumsparty relating to Insurance Administration contemplated by this Section 7.3(a) shall be borne by the party incurring such expenses or costs. Insurance Proceeds with respect to claims, deductibles costs and retentions in respect expenses under the Joint Insurance Arrangements shall be paid by the Insurer to the party making the Insured Claim thereunder. In the event Applera or an Applied Biosystems Subsidiary, on the one hand, or Celera or a Celera Subsidiary, on the other hand, makes an Insured Claim under a Joint Insurance Arrangement, such party shall deliver notice to the other party of such Company Policies Insured Claim and shall keep the other party periodically updated as to the status of such Insured Claim. (b) From and after the Redemption Date, Applera and the cost Applied Biosystems Subsidiaries, on the one hand, and Celera and the Celera Subsidiaries, on the other hand, shall have the right to claim coverage for Insured Claims under each Joint Insurance Arrangement with respect to any claim covered by such Joint Insurance Arrangement as and to the extent that such insurance is available up to the full extent of the applicable limits of Liability, if any, of such Joint Insurance Arrangement (and may receive any Insurance Proceeds with respect thereto); provided, however, that, prior to making any Insured Claim under a Joint Insurance Arrangement, Applera, Celera, or one of their respective Subsidiaries, as the case may be, shall be required to have retained a portion of the Liability underlying such Insured Claim equal to the amount of the self-insured retention or deductible, if any, of such party with respect to such Liability. In the event that the total Insurance Proceeds payable to Applera and the Applied Biosystems Subsidiaries and Celera and the Celera Subsidiaries under a Joint Insurance Arrangement shall have exhausted the limits of liability, if any, under such Joint Insurance Arrangement, payment of any future claims which are not reimbursed under such claims Joint Insurance Arrangement as a result of such exhaustion of the limits of liability under such policy 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 party 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 which 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 Liability is allocated under the appropriate Company Policies shall not relieve GranCare terms of this Agreement. In the primary responsibility for reporting event that either party makes an Insured Claim to seek recovery of Insurance Proceeds from any responsible party and such Insured Claim accuratelyis denied or such party is otherwise unsuccessful in recovering such Insurance Proceeds, completely and in a timely manner. Subject to the indemnification provisions of Article IIIother party, 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 permissible under such Company Policies Applicable Law and the applicable Joint Insurance Arrangement, shall be subrogated to and shall be responsible for obtaining stand in the place of such party as to any events or reviewing the appropriateness circumstances in respect of releases upon settlement of its respective which such party may have any right in asserting such Insured Claims under Company PoliciesClaim. Applera and Celera agree to cooperate with each other in a reasonable manner in asserting any subrogated Insured Claim pursuant to this Section 7.3(b).