Policies and Rights Included Within Assets Clause Samples

Policies and Rights Included Within Assets. The Fountain Assets shall include (i) any and all rights of an insured Party under each of the Fountain Shared Policies, subject to the terms of such Fountain Shared Policies and any limitations or obligations of Fountain contemplated by this Article X, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all actual or alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, prior to the Fountain Distribution Date by either Party in or in connection with the conduct of the Fountain Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Fountain Distribution Date or, to the extent any claim is made against Fountain or any of its Subsidiaries or the conduct of the Trident Retained Business, and which actual or alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Fountain Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Fountain Shared Policies, or any of them, to Fountain, and (ii) the Fountain Policies.

Policies and Rights Included Within Assets. The SpinCo Assets shall include (a) any and all rights of an insured party under each of the Parent Shared Policies, subject to the terms of such Parent Shared Policies and any limitations or obligations of SpinCo contemplated by this Article VI, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Effective Time by any party in or in connection with the conduct of the SpinCo Business or the ownership of the SpinCo Assets or, to the extent any claim is made against SpinCo or any of the SpinCo Subsidiaries, the conduct of the Parent Business or the ownership of the Parent Assets, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such Parent Shared Policies, and (b) the SpinCo Policies.

Policies and Rights Included Within Assets. (a) The Leidos Assets shall include any and all rights of an insured party under each of the Company Policies, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Effective Time by any party in or in connection with the conduct of the Leidos Business or, to the extent any claim is made against Leidos or any of its Subsidiaries, the conduct of the New SAIC Business, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such Company Policies. (b) Subject to Section 10.2, the New SAIC Assets shall include any and all rights of an insured party under each of the Company Policies that are occurrence-based (as opposed to “claims- made”) policies, subject to Section 10.9 and to the terms of such Company Policies and any limitations or obligations of New SAIC contemplated by this Article X or Schedule 10.1, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Effective Time by any party in or in connection with the conduct of the New SAIC Business or, to the extent any claim is made against New SAIC or any of its Subsidiaries, the conduct of the Leidos Business, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such Company Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Company Policies, or any of them, to New SAIC; and provided further that, with respect to claims under professional liability policies, any such claim in which the ultimate resolution thereof would exceed the self-insured retention may only be settled with the approval of Leidos, which approval may not be unreasonably withheld, delayed or conditioned.

Policies and Rights Included Within Assets. The Lani▇▇ ▇▇▇ets shall include (a) any and all rights of an insured party under each of the Harr▇▇ ▇▇▇red Policies, subject to the terms of such Harr▇▇ ▇▇▇red Policies and any limitations or obligations of Lani▇▇ ▇▇▇templated by this Article VI, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Distribution Date by any party in or in connection with the conduct of the Lani▇▇ ▇▇▇iness or, to the extent any claim is made against Lani▇▇ ▇▇ any of the Lani▇▇ ▇▇▇sidiaries, the conduct of the Harr▇▇ ▇▇▇iness, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such Harr▇▇ ▇▇▇red Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment or transfer of such Harr▇▇ ▇▇▇red Policies, or any of them, to Lani▇▇, ▇▇d (b) the Lani▇▇ ▇▇▇icies.

Policies and Rights Included Within Assets. (a) ▇▇▇▇▇▇▇ International or one or more members of the ▇▇▇▇▇▇▇ International Group shall continue to own all Company Policies which were or are in effect at any time at or prior to the Effective Time (other than the ▇▇▇▇▇▇▇ Electronics Policies). Subject to the provisions of this Agreement, (i) the ▇▇▇▇▇▇▇ International Group shall retain all of their respective rights, benefits and privileges, if any, under the Company Policies and (ii) coverage of the ▇▇▇▇▇▇▇ Electronics Group under the Company Policies shall cease as of the Effective Time with respect to all injuries, losses, liabilities, damages and expenses to the extent suffered by one or more members of the ▇▇▇▇▇▇▇ Electronics Group in connection with , relating to, arising out of or due to, directly or indirectly, any event or occurrence at or after the Effective Time. Nothing contained herein shall be construed to be an attempted assignment of or a change to any part of the ownership of the Company Policies or shall be construed to waive any right or remedy of any member of the ▇▇▇▇▇▇▇ International Group in respect thereof. Not provision of this Agreement is intended to relieve any insurer of any Liability under any policy. (b) ▇▇▇▇▇▇▇ Electronics or one or more members of the ▇▇▇▇▇▇▇ Electronics Group shall own (i) all Policies established in contemplation of the Distribution to cover only the ▇▇▇▇▇▇▇ Electronics Group after the Effective Time and (ii) the Policies listed on Schedule 9.1(b) (collectively, the “▇▇▇▇▇▇▇ Electronics Policies”).

Policies and Rights Included Within Assets. (a) The SpinCo Assets shall include (i) the SpinCo Policies, if any, and (ii) any and all rights of any member of the SpinCo Group under each of the Shared Policies, subject to the terms of such Shared Policies and any limitations or obligations of any member of the SpinCo Group contemplated by this Article VI. The rights under the Shared Policies allocated under this provision specifically include rights of indemnity and the right to be defended by or at the expense of the insurer if the Shared Policies contain such right: (x) with respect to all alleged wrongful acts, claims, suits, actions, proceedings, injuries, losses, Liabilities, damages and expenses incurred or claimed to have been incurred and reported or notified to the insurer per any claims-made policy reporting provision prior to the Distribution Date by any Person in or in connection with the conduct of the SpinCo Business and (y) any other claim made against SpinCo or any of its Subsidiaries that may arise out of an insured or insurable occurrence or wrongful act covered under one or more of such Shared Policies. Nothing in this provision shall be deemed to constitute (or to reflect) an assignment of the Shared Policies, or any of them, to any member of the SpinCo Group. (b) The NOV Assets shall include (i) the NOV Business Policies and (ii) the Shared Policies, excluding any rights under the Shared Policies allocated to the SpinCo Group pursuant to Section 6.1(a) above.

Policies and Rights Included Within Assets. (a) At such time as the parties agree, U S WEST shall cause Western Range to transfer to an Insurer or to a member of the New U S WEST Group all of the Insurance Arrangements provided by Western Range (as well as the liabilities and corresponding reserves) which relate to members of the New

Policies and Rights Included Within Assets. (a) The Cognizant Assets shall include (i) any and all rights of an insured party under each of the Cognizant Shared Policies, subject to the terms of such Cognizant Shared Policies and any limitations or obligations of Cognizant contemplated by

Policies and Rights Included Within Assets. The CSC Assets shall include any and all rights of an insured party under each of the Company Policies, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Effective Time by any party in or in connection with the conduct of the CSC Business or, to the extent any claim is made against CSC or any of its Subsidiaries, the conduct of the CSRA Business, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such Company Policies.