Common use of Occurrence Based Policies Clause in Contracts

Occurrence Based Policies. (a) With respect to known Claims, the Parties agree that: (i) the Claims identified on Schedule 11.3(a)(i) shall be RRD Retained Claims; (ii) the Claims identified on Schedule 11.3(a)(ii) shall be LSC Claims; and (iii) the Claims identified on Schedule 11.3(a)(iii) shall be Donnelley Financial Claims. The Parties agree to amend such schedules for known Claims through the Effective Time. With respect any suits or claims for workers’ compensation, excess workers’ compensation, automobile liability and general liability insurance that are filed on or after the Effective Time, with respect to occurrences which took place, in whole or in part, prior to the Effective Time, (x) to the extent such claim or suit relates to any LSC Employee, Former LSC Employee, LSC Asset or LSC Liability, whether or not such claim or suit is identified on Schedule 11.3(a)(ii), such claim or suit shall be an LSC Claim; (y) to the extent such claim or suit relates to any Donnelley Financial Employee, Former Donnelley Financial Employee, Donnelley Financial Asset or Donnelley Financial Liability, whether or not such claim or suit is identified on Schedule 11.3(a)(iii), such claim or suit shall be a Donnelley Financial Claim; and (iii) to the extent such claim or suit relates to any RRD Employee, Former RRD Employee, RRD Retained Asset or Assumed RRD Liability, whether or not such claim or suit is identified on Schedule 11.3(a)(i), such claim or suit shall be a RRD Retained Claim. The Parties agree to negotiate in good faith with respect to classifying any claim or suit under this Section 11.3. In the event that the Parties are unable to classify any claim or suit for a period of thirty (30) days after the date upon which a Party first discovers such claim or suit, then the Parties agree that such a dispute shall an RRD Retained Claim. (b) For suits or claims that are filed or made based upon occurrences that occurred or are alleged to have occurred in whole or in part prior to the respective Distribution Dates, RRD LSC and Donnelley Financial, shall be responsible for bearing the full amount of the deductible and/or any claims, costs and expenses that are not covered under such insurance policies including that portion of any premium adjustments, Tax, assessment or similar regulatory surcharges, that relates to claims based on occurrences that predate the respective Distribution Dates. RRD shall invoice LSC or Donnelley Financial, as the case may be, for any deductible any claims, costs and expenses that are not covered under such insurance policies including that portion of any premium adjustments, Tax, assessment or similar regulatory surcharges, that relates to claims based on occurrences that predate the respective Distribution Dates, within thirty (30) days of the incurrence thereof, or in connection with any deductible, within thirty (30) days of the settlement of any Insured Claim.