Common use of Payment of Settlement Amount Clause in Contracts

Payment of Settlement Amount. 3.1 Westport shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. Westport shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event Westport shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then Westport shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to Westport’s payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to Westport and shall deem Westport to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to Westport’s payment of the Settlement Amount, the Westport-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 Westport is not acting as a volunteer in paying the Settlement Amount and Westport’s payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The Westport-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from Westport’s reinsurers in their capacity as reinsurers of Westport. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a Westport-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then Westport shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a Westport-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a Westport-Related Party for the Westport-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the Westport-Related Party. To ensure that such a reduction is accomplished, the Westport-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the Westport-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 Westport Old Republic shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. Westport Old Republic shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event Westport Old Republic shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then Westport Old Republic shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to WestportOld Republic’s payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to Westport Old ▇▇▇▇▇▇▇▇ and shall deem Westport Old Republic to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to WestportOld Republic’s payment of the Settlement Amount, the WestportOld Republic-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 Westport Old Republic is not acting as a volunteer in paying the Settlement Amount and WestportOld Republic’s payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The WestportOld Republic-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from WestportOld Republic’s reinsurers in their capacity as reinsurers of WestportOld Republic. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a WestportOld Republic-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then Westport Old Republic shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a WestportOld Republic-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a WestportOld Republic-Related Party for the WestportOld Republic-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the WestportOld Republic-Related Party. To ensure that such a reduction is accomplished, the WestportOld Republic-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the WestportOld Republic-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 Westport The NJ Guaranty Parties shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. Westport The NJ Guaranty Parties shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event Westport the NJ Guaranty Parties shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then Westport the NJ Guaranty Parties shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to Westport’s payment of the Settlement Amount, the Congoleum NJ Guaranty Parties shall be deemed to have sold to Westport and shall deem Westport to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to Westport’s payment of the Settlement Amount, the Westport-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 Westport is are not acting as a volunteer volunteers in paying the Settlement Amount and Westport’s the NJ Guaranty Parties’ payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The Westport-Related 3.3 Subject to Paragraph 3.4, the NJ Guaranty Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from Westport’s reinsurers in their capacity as reinsurers of Westport. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a Westport-Related NJ Guaranty Party relating to or arising out of any of the Claims released pursuant to Section V, then Westport the NJ Guaranty Parties shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 3.3 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 3.3 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting 3.4 The NJ Guaranty Parties shall retain the effect right to seek reimbursement from the Insolvent Insurer Entities for a portion of the Injunction Settlement Amount so long as the amount sought from the Insolvent Insurer Entities responsible for a particular Insolvent Insurer is equal to or any Section 524(g) Injunctionless than the amount allocated to that Insolvent Insurer as set forth in Exhibit 3 hereto. The Congoleum Parties and the Trust fully reserve all their rights and remedies against each of the Insolvent Insurer Entities, including the right to seek coverage of Claims from the Insolvent Insurer Entities, and nothing in the event that any insurer (Agreement shall, or representative thereof vested with shall be deemed to, preclude or limit the rights Congoleum Parties’ and obligations the Trust’s pursuit of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a Westport-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a Westport-Related Party for the Westport-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the Westport-Related Party. To ensure that such a reduction is accomplished, the Westport-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the Westport-Related Party from any liability for the judgment or ClaimInsolvent Insurer Entities.

Payment of Settlement Amount. 3.1 Westport Navigators shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. Westport The Navigators Management Company Participating Parties shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event Westport the Navigators Management Company Participating Parties shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then Westport the Navigators Management Company Participating Parties shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to Westport’s the Navigators Management Company Participating Parties’ payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to Westport the Navigators Management Company Participating Parties and shall deem Westport the Navigators Management Company Participating Parties to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to Westport’s the Navigators Management Company Participating Parties’ payment of the Settlement Amount, the WestportNavigators-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 Westport is The Navigators Management Company Participating Parties are not acting as a volunteer volunteers in paying the Settlement Amount and Westport’s the Navigators Management Company Participating Parties’ payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The WestportNavigators-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from Westport’s the Navigators Management Company Participating Parties’ reinsurers in their capacity as reinsurers of Westportthe Navigators Management Company Participating Parties. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a WestportNavigators-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then Westport the Navigators Management Company Participating Parties shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a WestportNavigators-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a WestportNavigators-Related Party for the WestportNavigators-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the WestportNavigators-Related Party. To ensure that such a reduction is accomplished, the WestportNavigators-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the WestportNavigators-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 Westport Stonewall shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. Westport Stonewall shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event Westport Stonewall shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then Westport Stonewall shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to WestportStonewall’s payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to Westport Stonewall and shall deem Westport ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to WestportStonewall’s payment of the Settlement Amount, the WestportStonewall-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 Westport Stonewall is not acting as a volunteer in paying the Settlement Amount and WestportStonewall’s payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The WestportStonewall-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from WestportStonewall’s reinsurers in their capacity as reinsurers of WestportStonewall. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a WestportStonewall-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then Westport Stonewall shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. . 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a WestportStonewall-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a WestportStonewall-Related Party for the WestportStonewall-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the WestportStonewall-Related Party. To ensure that such a reduction is accomplished, the WestportStonewall-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the WestportStonewall-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 Westport Subject to Paragraph 3.2, the Chartis Companies shall irrevocably pay the Settlement Amount to the Trust within thirty or as otherwise directed by the Plan in the following installment amounts and on or before the following payment due dates: 3.2 In the event, as of ten (3010) business days prior to the due date of the later of (a) any installment amount specified in Paragraph 3.1, the Approval Date or (b) the date Order and the Confirmation Order becomes a have not become Final OrderOrders, such installment amount shall not be due on the date specified in Paragraph 3. 1. Westport Within forty-five (45) days after receipt of notice by the Chartis Companies that the Approval Order and the Confirmation Order are Final Orders, the Chartis Companies shall have pay any and all installment amounts as to which payment had been delayed pursuant to the exclusive right to waive the occurrence first sentence of either this Paragraph 3.2 and shall make payments of installment amounts on or both of the payment-triggering conditions before any and all due dates set forth in the immediately preceding sentence, in which event Westport shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then Westport shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts Paragraph 3.1 that would be payable are unaffected by the Trust pursuant to the Planfirst sentence of this Paragraph 3.2. 3.2 3.3 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to Westport’s the Chartis Companies’ payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to Westport the Chartis Companies and shall deem Westport the Chartis Companies to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to Westport’s the Chartis Companies’ payment of the Settlement Amount, the WestportChartis-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 Westport is 3.4 The Chartis Companies are not acting as a volunteer volunteers in paying the Settlement Amount Amount, and Westport’s the Chartis Companies’ payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 3.5 The WestportChartis-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, or payments due or alleged to be due under any indemnity agreements related in any way to the Subject Policies, other than from Westport’s the Chartis Companies’ reinsurers in their capacity as reinsurers of Westportthe Chartis Companies. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a WestportChartis-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then Westport the Chartis Companies shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 3.5 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 3.5 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 3.6 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a WestportChartis-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a WestportChartis-Related Party for the WestportChartis-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the WestportChartis-Related Party. To ensure that such a reduction is accomplished, the WestportChartis-Related Party shall be entitled to assert this Paragraph 3.6 as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the WestportChartis-Related Party from any liability for the judgment or Claim. 3.7 The Chartis Companies shall have the right to allocate the Settlement Amount or any portion thereof solely for their own purposes, in their own books and records, to the various classifications of Claims released hereunder; provided, however, that except as provided in the next sentence of this Paragraph 3.7, the Congoleum Parties and the Trust shall not be deemed to agree with any such allocation for any reason or purpose and provided further, however, that this Paragraph 3.7 shall have no effect on the Chartis Companies’ payment obligations under Paragraph 3.1 or in any way limit the Trust’s use of the Settlement Amount. One thousand U.S. dollars ($1,000) of the Settlement Amount shall be deemed consideration for the release of potential or actual non-products liability claims, and the remainder of the Settlement Amount shall be deemed consideration for the release of potential or actual products liability claims.

Payment of Settlement Amount. 3.1 Westport Each London Market Company shall irrevocably pay its respective, several share of the Settlement Amount in the amount specified on Exhibit 3 hereto to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. Westport The London Market Companies shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event Westport the London Market Companies shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then Westport the London Market Companies shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Each London Market Company’s individual, respective, allocated share of the Settlement Amount is the full purchase price of that London Market Company’s subscribed, several share of the Subject Policies. Effective upon the Approval Date, but subject to Westportto, on a company by company basis, the London Market Company’s payment of its individual, respective, allocated share of the Settlement AmountAmount (as set forth on Exhibit 3), the Congoleum Parties shall be deemed to have sold to Westport the paying London Market Company and shall deem Westport the London Market Company to own, its subscribed, several, share of the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to Westportto, on a company by company basis, the London Market Company’s payment of its individual, respective, allocated share of the Settlement Amount, the Westportpaying London Market Company and its respective London-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 Westport is The London Market Companies are not acting as a volunteer volunteers in paying the Settlement Amount and Westport’s the London Market Companies’ payment of their respective, allocated shares of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The WestportLondon-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from Westport’s the London Market Companies’ reinsurers in their capacity as reinsurers of Westportthe London Market Companies. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a WestportLondon-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then Westport the London Market Companies shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. . 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties that is not a London-Related Party obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a WestportLondon-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a WestportLondon-Related Party for the WestportLondon-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its claim, final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the WestportLondon-Related Party. To ensure that such a reduction is accomplished, the WestportLondon-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the WestportLondon-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 Westport The Hartford Parties shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. Westport The Hartford Parties shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event Westport the Hartford Parties shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then Westport the Hartford Parties shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to Westport’s the Hartford Parties’ payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to Westport the Hartford Parties and shall deem Westport the Hartford Parties to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to Westport’s the Hartford Parties’ payment of the Settlement Amount, the WestportHartford-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 Westport is The Hartford Parties are not acting as a volunteer volunteers in paying the Settlement Amount and Westport’s the Hartford Parties’ payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The WestportHartford-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from Westport’s the Hartford Parties’ reinsurers in their capacity as reinsurers of Westportthe Hartford Parties. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a WestportHartford-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then Westport the Hartford Parties shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a WestportHartford-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a WestportHartford-Related Party for the WestportHartford-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the WestportHartford-Related Party. To ensure that such a reduction is accomplished, the WestportHartford-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the WestportHartford-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 Westport TIG shall irrevocably pay the TIG Settlement Share of the Settlement Amount and U.S. Fire shall irrevocably pay the U.S. Fire Settlement Share of the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. Westport The TIG Parties shall have the exclusive right jointly to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event Westport TIG and U.S. Fire shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then Westport TIG and U.S. Fire shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The TIG Settlement Amount is Share and the U.S. Fire Settlement Share constitute the full purchase price of the TIG Subject Policies and the U.S. Fire Subject Policies. Effective upon the Approval Date, but subject to WestportTIG’s payment of the TIG Settlement AmountShare, the Congoleum Parties shall be deemed to have sold to Westport TIG and shall deem Westport TIG to own, own the TIG Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to WestportTIG’s payment of the TIG Settlement AmountShare, the WestportTIG-Related Parties shall have no further obligation under the TIG Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. Effective upon the Approval Date, but subject to U.S. Fire’s payment of the U.S. Fire Settlement Share, the Congoleum Parties shall be deemed to have sold to U.S. Fire and shall deem U.S. Fire to own the U.S. Fire Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to U.S. Fire’s payment of the U.S. Fire Settlement Share, the U.S. Fire-Related Parties shall have no further obligation under the U.S. Fire Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 Westport is The TIG Parties are not acting as a volunteer volunteers in paying the Settlement Amount Amount, and Westport’s the TIG Parties’ payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The WestportTIG-Related Parties and the U.S. Fire-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from WestportTIG’s and U.S. Fire’s reinsurers in their capacity as reinsurers of WestportTIG and/or U.S. Fire. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a WestportTIG-Related Party relating to or arising out of any of the Claims against the TIG-Related Parties released pursuant to Section V, then Westport TIG shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party, and if a third party pursues a contribution, subrogation or indemnification Claim against a U.S. Fire-Related Party relating to or arising out of any of the Claims against the U.S. Fire-Related Parties released pursuant to Section V, then U.S. Fire shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a WestportTIG-Related Party or a U.S. Fire-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a WestportTIG-Related Party or a U.S. Fire-Related Party for the WestportTIG-Related Party’s or U.S. Fire-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the WestportTIG-Related PartyParty or the U.S. Fire-Related Party as the case may be. To ensure that such a reduction is accomplished, the WestportTIG-Related Party or the U.S. Fire-Related Party, as the case may be, shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the Westport-Related Party itself from any liability for the judgment or Claim. 3.6 This Agreement provides that TIG is severally responsible only for the TIG Settlement Share and that U.S. Fire is severally responsible only for the U.S. Fire Settlement Share. By the same token, the benefits conferred upon the TIG Parties by this Agreement and the Approval Order shall be treated as several and shall be construed for all purposes to apply separately to TIG and the TIG-Related Parties, on the one hand, and to U.S. Fire and the U.S. Fire-Related Parties, on the other hand, so that in the event that one of the TIG Parties is in compliance and the other is not, the non-complying TIG Party shall not be entitled to benefit from the other TIG Party’s compliance.

Payment of Settlement Amount. 3.1 Westport American Centennial shall irrevocably pay the Settlement Amount to the Trust within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order. Westport American Centennial shall have the exclusive right to waive the occurrence of either or both of the payment-triggering conditions set forth in the immediately preceding sentence, in which event Westport American Centennial shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then Westport American Centennial shall pay the Settlement Amount to Congoleum, which shall hold such payment until the earlier of when the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to WestportAmerican Centennial’s payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to Westport American Centennial and shall deem Westport American Centennial to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to WestportAmerican Centennial’s payment of the Settlement Amount, the WestportAmerican Centennial-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 Westport American Centennial is not acting as a volunteer in paying the Settlement Amount and WestportAmerican Centennial’s payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The WestportAmerican Centennial-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from WestportAmerican Centennial’s reinsurers in their capacity as reinsurers of WestportAmerican Centennial. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a WestportAmerican Centennial-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then Westport American Centennial shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a WestportAmerican Centennial-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a WestportAmerican Centennial-Related Party for the WestportAmerican Centennial-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the WestportAmerican Centennial-Related Party. To ensure that such a reduction is accomplished, the WestportAmerican Centennial-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the WestportAmerican Centennial-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 Westport The CNA Parties shall irrevocably pay the Settlement Amount to the Trust as follows: (1) within thirty (30) days of the later of (a) the Approval Date or (b) the date the Confirmation Order becomes a Final Order, the CNA Parties shall pay the First Installment and (2) on or before January 20 of the calendar year immediately following the year in which the CNA Parties pay the First Installment, the CNA Parties shall pay the Last Installment. Westport For the avoidance of doubt and by way of example, if the CNA Parties’ First Installment were to be paid on December 31, 2010, its Last Installment would be due twenty (20) days later, on January 20, 2011. The CNA Parties shall have the exclusive right to waive the occurrence of either any one or both all of the payment-triggering conditions provisions set forth in the immediately preceding sentencefirst sentence of this paragraph, in which event Westport the CNA Parties shall irrevocably make such payment either (a) pay the Settlement Amount in full within thirty (30) days after providing notice of such waiver in writing to the other PartiesParties (the “Waiver Notice”) or (b) pay the First Installment within thirty (30) days of the Waiver Notice and pay the Last Installment on or before January 20 of the calendar year immediately following the calendar year in which it paid the First Installment. If payment is made prior to the occurrence of the triggering conditions set forth in accordance with the immediately preceding sentencefirst sentence of this paragraph, then Westport the CNA Parties shall pay any such payment of the Settlement Amount to Congoleum, which shall hold such payment until the earlier of the date when the Plan is confirmed by a Final Order or the date of dismissal or conversion of the Bankruptcy Case, and such Settlement Amount payment shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to Westport’s the CNA Parties’ payment of the Settlement Amount, the Congoleum Parties shall be deemed to have sold to Westport the CNA Parties and shall deem Westport the CNA Parties to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to Westport’s the CNA Parties’ payment of the Settlement Amount, the WestportCNA-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 Westport is The CNA Parties are not acting as a volunteer volunteers in paying the Settlement Amount and Westport’s the CNA Parties’ payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The WestportCNA-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from Westport’s the CNA Parties’ reinsurers in their capacity as reinsurers of Westportthe CNA Parties. Notwithstanding the foregoing, and without limiting the effect of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such Claim, if a third party pursues a contribution, subrogation or indemnification Claim against a WestportCNA-Related Party relating to or arising out of any of the Claims released pursuant to Section V, then Westport the CNA Parties shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a WestportCNA-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a WestportCNA-Related Party for the WestportCNA-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party for any Claims released pursuant to this Agreement, such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the WestportCNA-Related Party. To ensure that such a reduction is accomplished, the WestportCNA-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the WestportCNA-Related Party from any liability for the judgment or Claim.

Payment of Settlement Amount. 3.1 Westport On or before five (5) days after entry of the Confirmation Order (the "Default Payment Date"), PMIC shall irrevocably pay to the Trustee the Settlement Amount in immediately available funds, provided that the Confirmation Order is not subject to a stay by an order entered by any court of competent jurisdiction on or before the Default Payment Date; provided, further, that if the Confirmation Order is subject to such a stay, PMIC shall pay to the Trust Trustee the Settlement Amount in immediately available funds within thirty two (302) days of the later of (a) the Approval Date or (b) after the date the Confirmation Order becomes a Final Orderstay is lifted or terminated. Westport shall have Until the exclusive right earlier to waive the occurrence of either or both occur of the payment-triggering conditions set forth in Plan Effective Date or the immediately preceding sentenceTermination Date, in which event Westport the Trustee shall irrevocably make such payment within thirty (30) days after providing notice of such waiver in writing to the other Parties. If payment is made in accordance with the immediately preceding sentence, then Westport shall pay hold the Settlement Amount to Congoleum, which shall hold such payment until in the earlier Escrow separate and apart from any other assets of when the Debtor's estate. On the Plan is confirmed by a Final Order or the dismissal or conversion of the Bankruptcy Case, and such Settlement Amount shall then be used only in connection with the payment of Asbestos-Released Claims and/or to pay other amounts that would be payable by the Trust pursuant to the Plan. 3.2 The Settlement Amount is the full purchase price of the Subject Policies. Effective upon the Approval Date, but subject to Westport’s payment of the Settlement Amount, the Congoleum Parties together with all accrued interest thereon, shall be, and shall be deemed deemed, irrevocably and indefeasibly paid to have sold to Westport and shall deem Westport to own, the Subject Policies free and clear of all Interests of any Person. Effective upon the Approval Date, but subject to Westport’s Trustee for payment of the costs and expenses of administration of the Chapter 11 Case and distribution to creditors under the Plan (including, but not limited to, pursuant to the NECC Tort Trust), and neither Ameridose nor PMIC shall have any further right, claim or interest in or to the Settlement Amount, the Westport-Related Parties shall have no further obligation under the Subject Policies for any Claims, including Asbestos-Released Claims, Direct-Action Claims or Extra-Contractual Claims. 3.3 Westport is not acting as a volunteer in paying the Settlement Amount and Westport’s payment of the Settlement Amount reflects potential liabilities and obligations to the Congoleum-Related Parties for amounts one or more of them allegedly is obligated to pay on account of certain Claims. 3.4 The Westport-Related Parties shall not seek, or assign or transfer any right to seek, reimbursement from any Person, including the Congoleum-Related Parties, of the Settlement Amount or any portion thereof, whether by way of a Claim for contribution, subrogation, indemnification, retrospective premiums, deductibles, or self-insured retentions, other than from Westport’s reinsurers in their capacity as reinsurers of Westport. Notwithstanding the foregoing, if the conditions set forth in Section VIII hereof are not satisfied, the Trustee shall return the Settlement Amount together with all accrued interest thereon to PMIC, and without limiting the effect rights of each of the Injunction or any Section 524(g) Injunction barring any third party from pursuing any such ClaimTrustee, PMIC and Ameridose shall be restored as they existed prior to the Execution Date; provided that, if a third party pursues a contributionAmeridose or PMIC has materially breached this Agreement and has failed to cure such breach within ten (10) days' notice thereof, subrogation or indemnification Claim against a Westport-Related Party relating the Trustee shall retain such amounts from the Settlement Amount as necessary to or arising out of any of reimburse the Claims released pursuant to Section V, then Westport shall be free to assert all Claims and defenses, including a contribution, subrogation or indemnification Claim against such third party. The Congoleum Parties shall use their reasonable best efforts to obtain agreements similar to those contained in this Paragraph 3.4 from all insurers with which they settle with respect to Claims released pursuant to Section V; provided, however, that the failure of the Congoleum Parties to obtain, after first employing such reasonable best efforts, an agreement similar to that contained in this Paragraph 3.4 from an insurer with which the Congoleum Parties settle with respect to Claims released pursuant to Section V below shall not in and of itself constitute a breach of this Agreement. 3.5 Without limiting the effect of the Injunction or any Section 524(g) Injunction, in the event that any insurer (or representative thereof vested with the rights and obligations of such insurer) of one or more of the Congoleum-Related Parties obtains a final judicial determination or final binding arbitration award that it is entitled to obtain a sum certain from a Westport-Related Party as a result of a Claim for contribution, subrogation, indemnification or other similar Claim against a Westport-Related Party for the Westport-Related Party’s alleged share or equitable share of the defense and/or indemnity of any Congoleum Party Trustee for any Claims released pursuant to this Agreement, calculable damages resulting from such Congoleum Party shall voluntarily reduce its final judgment or award against such other insurer(s) to the extent necessary to eliminate such contribution, subrogation or indemnification Claims against the Westport-Related Party. To ensure that such a reduction is accomplished, the Westport-Related Party shall be entitled to assert this Paragraph as a defense to any action against it for any such portion of the judgment or Claim and shall be entitled to have the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the Westport-Related Party from any liability for the judgment or Claimbreach.