Common use of Policies and Rights Included Within Assets Clause in Contracts

Policies and Rights Included Within Assets. (a) The Healthcare Assets shall include (i) any and all rights of an insured Party under each of the Healthcare Shared Policies, subject to the terms of such Healthcare Shared Policies and any limitations or obligations of Healthcare contemplated by this Article XI, 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, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date by any Party in or in connection with the conduct of the Healthcare Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date or, to the extent any claim is made against Healthcare or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution Date, 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 Healthcare Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution Date. (b) The Electronics Assets shall include (i) any and all rights of an insured Party under each of the Electronics Shared Policies, subject to the terms of such Electronics Shared Policies and any limitations or obligations of Electronics contemplated by this Article XI, 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 Electronics Distribution Date by any Party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date or, to the extent any claim is made against Electronics or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Healthcare 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 Electronics Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Policies, or any of them, to Electronics, and (ii) the Electronics Policies.

Policies and Rights Included Within Assets. (a) The Healthcare Air Products Retained Assets shall include (i) any and all rights of an additional named insured Party under each of the Healthcare Shared PoliciesPolicies where Air Products is an additional named insured, subject to the terms of such Healthcare Shared Policies and any limitations or obligations of Healthcare Air Products contemplated by this Article XIIX, 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, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date Separation Time by any Party in or in connection with the conduct of the Healthcare Business, Air Products Retained Business regardless of whether any suit, claim, action or proceeding Action is brought before or after the Healthcare Distribution Date Separation Time or, to the extent any claim Action is made against Healthcare Air Products or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution DateVersum 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 Healthcare Shared Company Policies; provided, however, that nothing in this clause Section 9.1 shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution DatePolicies by Air Products. (b) The Electronics Versum Assets shall include (i) any and all rights of an insured Party party under each of the Electronics Shared Company Policies, subject to Sections 9.9 and 9.10 and to the terms of such Electronics Shared Company Policies and any limitations or obligations of Electronics Versum contemplated by this Article XIIX, 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 incurred or are alleged claimed to have occurred, in whole or in part, been incurred prior to the Electronics Distribution Date Separation Time by any Party party in or in connection with the conduct of the Electronics Business, Versum Business regardless of whether any suit, claim, action or proceeding Action is brought before or after the Electronics Distribution Date or, to the extent any claim is made against Electronics or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Healthcare BusinessSeparation Time, 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 Electronics Shared Company Policies; provided, however, that nothing in this clause (b) shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Company Policies, or any of them, to Electronics, and (ii) the Electronics PoliciesVersum.

Policies and Rights Included Within Assets. (a) The Healthcare LSC Assets shall include (i) any and all rights of an insured Party under each of the Healthcare LSC Shared Policies, subject to the terms of such Healthcare LSC Shared Policies and any limitations or obligations of Healthcare LSC contemplated by this Article XI, 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, or were incurred or claimed to have been incurred prior to the Healthcare LSC Distribution Date by any Party in or in connection with the conduct of the Healthcare LSC Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare LSC Distribution Date or, to the extent any claim is made against Healthcare LSC or any of its Subsidiaries, the conduct of the Tyco RRD Retained Business or the Electronics Donnelley Financial Business prior to the Healthcare LSC Distribution Date, 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 Healthcare LSC Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare LSC Shared Policies, or any of them, to HealthcareLSC, and (ii) the Healthcare LSC Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution Date. (b) The Electronics Donnelley Financial Assets shall include (i) any and all rights of an insured Party under each of the Electronics Donnelley Financial Shared Policies, subject to the terms of such Electronics Donnelley Financial Shared Policies and any limitations or obligations of Electronics Donnelley Financial contemplated by this Article XI, 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 Electronics Donnelley Financial Distribution Date by any Party in or in connection with the conduct of the Electronics Donnelley Financial Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Donnelley Financial Distribution Date or, to the extent any claim is made against Electronics Donnelley Financial or any of its Subsidiaries, the conduct of the Tyco RRD Retained Business or the Healthcare LSC 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 Electronics Donnelley Financial Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Donnelley Financial Shared Policies, or any of them, to ElectronicsDonnelley Financial, and (ii) the Electronics Donnelley Financial Policies.

Policies and Rights Included Within Assets. (a) The Healthcare Mallinckrodt Assets shall include (i) any and all rights of an insured Party party under each of the Healthcare Shared Policies and Legacy Workers Compensation Policies, subject to the terms of such Healthcare Shared Policies and Legacy Workers Compensation Policies and any limitations or obligations of Healthcare Mallinckrodt contemplated by this Article XIV, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all actual actual, contingent or alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, lossesLosses, liabilitiesLiabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date Effective Time by any Party in or in connection with the conduct of the Healthcare Mallinckrodt Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date or, to the extent any claim is made against Healthcare or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution Date, and which actual or alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, lossesLosses, liabilitiesLiabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Healthcare Shared Policies or Legacy Workers Compensation Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to HealthcareMallinckrodt. Notwithstanding the foregoing, and (ii) the Healthcare Policies. With with regard to the Healthcare Mallinckrodt Assets in respect of any claims made Policy that is not put into run-off as respects products liabilityfurther described below in Section 5.3, nothing in this Agreement is intend intended to provide coverage for alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, lossesLosses, liabilitiesLiabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, prior to the Healthcare Distribution Date Effective Time and are covered under a Claims Made Policy Formclaims made policy form, that were not reported to Tyco Covidien’s Director of Risk Management prior to the Healthcare Distribution DateEffective Time. (b) The Electronics Excluded Assets shall include (i) any and all rights of an insured Party party under each of the Electronics Shared Policies and Legacy Workers Compensation Policies, subject to the terms of such Electronics Shared Policies and Legacy Workers Compensation Policies and any limitations or obligations of Electronics Covidien contemplated by this Article XIV, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all actual actual, contingent or alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, lossesLosses, liabilitiesLiabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, or were incurred or claimed to have been incurred prior to the Electronics Distribution Date Effective Time by any Party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date or, to the extent any claim is made against Electronics or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Healthcare Covidien Business, and which actual or alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, lossesLosses, liabilitiesLiabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Electronics Shared Policies or Legacy Workers Compensation Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Legacy Workers Compensation Policies, or any of them, to Electronics, and (ii) the Electronics PoliciesCovidien.

Policies and Rights Included Within Assets. (a) The Healthcare nVent Assets shall include (i) any and all rights of an insured Party party under each of the Healthcare Shared Policies, subject to the terms of such Healthcare Shared Policies and any limitations or obligations of Healthcare nVent contemplated by this Article XIV, specifically including rights of indemnity and the right to be defended by or at in accordance with the expense terms and conditions of the insurerrelevant Shared Policies, with respect to all actual actual, contingent or alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, lossesLosses, liabilitiesLiabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date Effective Time by any Party in or in connection with the conduct of the Healthcare Electrical Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date or, to the extent any claim is made against Healthcare or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution Date, and which actual or alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, lossesLosses, liabilitiesLiabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Healthcare Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to HealthcarenVent. Notwithstanding the foregoing, and (ii) the Healthcare Policies. With with regard to the Healthcare nVent Assets in respect of any claims made Policy that is not put into run-off as respects products liabilityfurther described below in Section 5.3, nothing in this Agreement is intend intended to provide coverage for alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, lossesLosses, liabilitiesLiabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, prior to the Healthcare Distribution Date Effective Time and are covered under a Claims Made Policy Formclaims made policy form, that were not reported to Tyco Pentair’s Director of Risk Management prior to the Healthcare Distribution DateEffective Time. (b) The Electronics Pentair Assets shall include (i) any and all rights of an insured Party party under each of the Electronics Shared Policies, subject to the terms of such Electronics Shared Policies and any limitations or obligations of Electronics Pentair contemplated by this Article XIV, specifically including rights of indemnity and the right to be defended by or at in accordance with the expense terms and conditions of the insurerrelevant Shared Policy, with respect to all actual actual, contingent or alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, lossesLosses, liabilitiesLiabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, or were incurred or claimed to have been incurred prior to the Electronics Distribution Date Effective Time by any Party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date or, to the extent any claim is made against Electronics or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Healthcare Pentair Business, and which actual or alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, lossesLosses, liabilitiesLiabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Electronics Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Policies, or any of them, to Electronics, and (ii) the Electronics Policies.

Policies and Rights Included Within Assets. (a) The Healthcare Delta Assets shall include (i) any and all rights of an insured Party party under each of the Healthcare Shared Company Policies, subject to the terms of such Healthcare Shared Policies and any limitations or obligations of Healthcare contemplated by this Article XI, 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, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date Effective Time by any Party party in or in connection with the conduct of the Healthcare Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date Delta Business or, to the extent any claim is made against Healthcare Delta or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution DateUltra 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 Healthcare Shared Company Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution Date. (b) The Electronics Subject to Section 9.2, the Ultra Assets shall include (i) any and all rights of an insured Party party under each of the Electronics Shared PoliciesCompany Policies that are occurrence-based (as opposed to “claims-made”) policies, subject to Section 9.9 and to the terms of such Electronics Shared Company Policies and any limitations or obligations of Electronics Ultra contemplated by this Article XISection 9, 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 incurred or are alleged claimed to have occurred, in whole or in part, been incurred prior to the Electronics Distribution Date Effective Time by any Party party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date Ultra Business or, to the extent any claim is made against Electronics Ultra or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Healthcare Delta 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 Electronics Shared Company Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Company Policies, or any of them, to ElectronicsUltra; and provided further that, and (ii) with respect to claims under professional liability policies, any such claim in which the Electronics Policiesultimate resolution thereof would exceed the self-insured retention may only be settled with the approval of Delta, which approval may not be unreasonably withheld, delayed or conditioned.

Policies and Rights Included Within Assets. (a) The Healthcare LQ Parent Retained Assets shall include (i) any and all rights of an insured Party party under each of the Healthcare Shared PoliciesPolicies (and, for clarity, LQ Parent shall, both before and after the Effective Time, remain the policy owner of each Policy), subject to the terms of such Healthcare Shared Policies and any limitations or obligations of Healthcare LQ Parent contemplated by this Article XIIX, 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, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date Effective Time by any either Party in or in connection with the conduct of the Healthcare Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date LQ Parent Retained Business or, to the extent any claim is made against Healthcare LQ Parent or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution DateSeparated Real Estate 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 Healthcare Shared Policies; provided, however, that nothing in this clause Article IX shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution DatePolicies by LQ Parent. (b) The Electronics Separated Real Estate Assets shall include (i) any and all rights of an insured Party party under each of the Electronics Shared PoliciesPolicies (to the extent such rights may be extended to a Person who is not an Affiliate of the insured), subject to the terms of such Electronics Shared Policies and any limitations or obligations of Electronics CPLG contemplated by this Article XIIX, 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 incurred or are alleged claimed to have occurred, in whole or in part, been incurred prior to the Electronics Distribution Date Effective Time by any either Party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date Separated Real Estate Business or, to the extent any claim is made against Electronics CPLG or any of its Subsidiaries, the conduct of the Tyco LQ Parent Retained Business or the Healthcare 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 Electronics Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Policies, or any of them, to Electronics, and (ii) the Electronics Policies.

Policies and Rights Included Within Assets. (a) The Healthcare Linn Assets shall include (i) any and all rights of an insured Party party under each of the Healthcare Shared PoliciesPolicies (to the extent such rights may be extended to a Person who is not an Affiliate of the insured), subject to the terms of such Healthcare Shared Policies and any limitations or obligations of Healthcare Linn contemplated by this Article XIIX, 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, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date Effective Time by any Party in or in connection with the conduct of the Healthcare Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date Roan Business or, to the extent any claim is made against Healthcare Linn or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution DateSpinCo 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 Healthcare Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution Date. (b) The Electronics SpinCo Assets shall include (i) any and all rights of an insured Party party under each of the Electronics Shared PoliciesPolicies (and, for clarity, SpinCo shall, both before and after the Effective Time, remain the policy owner of each Policy), subject to the terms of such Electronics Shared Policies and any limitations or obligations of Electronics SpinCo contemplated by this Article XIIX, 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 incurred or are alleged claimed to have occurred, in whole or in part, been incurred prior to the Electronics Distribution Date Effective Time by any Party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date SpinCo Business or, to the extent any claim is made against Electronics SpinCo or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Healthcare Roan 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 Electronics Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Policies, or any of them, to Electronics, and (ii) the Electronics PoliciesPolicies by SpinCo.

Policies and Rights Included Within Assets. (a) The Healthcare Real Estate Assets shall include (i) any and all rights of an insured Party under each of the Healthcare Real Estate Shared Policies, subject to the terms of such Healthcare Real Estate Shared Policies and any limitations or obligations of Healthcare Realogy contemplated by this Article XI, 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, eventsacts , claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, or were incurred or claimed to have been incurred prior to the Healthcare Realogy Distribution Date by any Party in or in connection with the conduct of the Healthcare Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date Real Estate Business or, to the extent any claim is made against Healthcare Realogy or any of its Subsidiaries, the conduct of the Tyco Retained Vehicle Rental Business, the Hospitality Business or the Electronics Business prior to the Healthcare Distribution DateTravel 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 Healthcare Real Estate Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare Real Estate Shared Policies, or any of them, to HealthcareRealogy, and (ii) the Healthcare Real Estate Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution Date. (b) The Electronics Hospitality Assets shall include (i) any and all rights of an insured Party under each of the Electronics Hospitality Shared Policies, subject to the terms of such Electronics Hospitality Shared Policies and any limitations or obligations of Electronics Wyndham contemplated by this Article XI, 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 incurred or are alleged claimed to have occurred, in whole or in part, been incurred prior to the Electronics Wyndham Distribution Date by any Party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date Hospitality Business or, to the extent any claim is made against Electronics Wyndham or any of its Subsidiaries, the conduct of the Tyco Retained Vehicle Rental Business, the Real Estate Business or the Healthcare Travel 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 Electronics Hospitality Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Hospitality Shared Policies, or any of them, to ElectronicsWyndham, and (ii) the Electronics Hospitality Policies. (c) The Travel Assets shall include (i) any and all rights of an insured Party under each of the Travel Shared Policies, subject to the terms of such Travel Shared Policies and any limitations or obligations of Travelport contemplated by this Article XI, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all alleged wrongful acts, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Travelport Distribution Date by any Party in or in connection with the conduct of the Travel Business or, to the extent any claim is made against Travelport or any of its Subsidiaries, the conduct of the Vehicle Rental Business, the Real Estate Business or the Hospitality Business, and which alleged wrongful acts, 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 Travel Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Travel Shared Policies, or any of them, to Travelport, and (ii) the Travel Policies.

Policies and Rights Included Within Assets. (a) The Healthcare Real Estate Assets shall include (i) the Real Estate Policies and (ii) any and all rights of an insured Party any member of the Forestar Group under each of the Healthcare Real Estate Shared Policies, subject to the terms of such Healthcare Real Estate Shared Policies and any limitations or obligations of Healthcare any member of the Forestar Group contemplated by this Article XIARTICLE X. The rights under the Real Estate 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: (i) with respect to all alleged wrongful acts, claims, suits, actions, proceedings, injuries, losses, Liabilities, damages and expenses incurred or claimed to have been incurred prior to the Forestar Distribution Date by any Person in or in connection with the conduct of the Real Estate Business and (ii) any other claim made against Forestar 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 Real Estate Shared Policies. Nothing in this provision shall be deemed to constitute (or to reflect) an assignment of the Real Estate Shared Policies, or any of them, to any member of the Forestar Group. (b) The Financial Services Assets shall include (i) the Financial Services Policies and (ii) any and all rights of any member of the Guaranty Group under each of the Financial Services Shared Policies, subject to the terms of such Financial Services Shared Policies and any limitations or obligations of any members of the Guaranty Group contemplated by this ARTICLE X. The rights under the Financial Services Shared Policies allocated under this provision specifically including include rights of indemnity and the right to be defended by or at the expense of the insurer: (i) with respect to all alleged wrongful acts, claims, suits, actions, proceedings, injuries, losses, Liabilities, damages and expenses incurred or claimed to have been incurred prior to the Guaranty Distribution Date by any Person in or in connection with the conduct of the Financial Services Business and (ii) any other claim made against Guaranty 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 Financial Services Shared Policies. Nothing in this clause shall be deemed to constitute (or to reflect) an assignment of the Financial Services Shared Policies, or any of them, to any member of the Guaranty Group. (c) The Retained Assets shall include (i) the Retained Policies and (ii) any and all rights of any member of the Temple-Inland Group under each of the Temple-Inland Shared Policies, subject to the terms of such Temple-Inland Shared Policies and any limitations or obligations of the Temple-Inland Group contemplated by this ARTICLE X. The rights under the Temple-Inland Shared Policies allocated by this provision specifically include 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, liabilitiesLiabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date Relevant Time by any Party Person in or in connection with the conduct of the Healthcare Retained Business, regardless of whether ; and (ii) any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date or, to the extent any other claim is made against Healthcare Temple-Inland Group or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution Date, and which actual or alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses Subsidiaries that may arise out of an insured or insurable occurrence or wrongful act under one or more of such Healthcare Temple-Inland Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution Date. (b) The Electronics Assets shall include (i) any and all rights of an insured Party under each of the Electronics Shared Policies, subject to the terms of such Electronics Shared Policies and any limitations or obligations of Electronics contemplated by this Article XI, 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 Electronics Distribution Date by any Party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date or, to the extent any claim is made against Electronics or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Healthcare 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 Electronics Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Policies, or any of them, to Electronics, and (ii) the Electronics Policies.

Policies and Rights Included Within Assets. (a) The Healthcare ITT Destinations Assets shall include (i) any and all rights of an insured Party party under each of the Healthcare Shared PoliciesCompany Policies set forth on Schedule 7.01(a) hereto and all predecessor Policies thereto, subject to the terms of such Healthcare Shared Company Policies and any limitations or obligations of Healthcare ITT Destinations contemplated by this Article XIVII or Schedule 7.01(a), 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, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date by any Party party in or in connection with the conduct of the Healthcare Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date ITT Destinations Business or, to the extent any claim is made against Healthcare ITT Destinations or any of its Subsidiaries, the conduct of the Tyco Retained ITT Industries Business or the Electronics Business prior to the Healthcare Distribution DateITT Hartford 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 Healthcare Shared Company Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Company Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution DateITT Destinations. (b) The Electronics ITT Hartford Assets shall include (i) any and all rights of an insured Party party under each of the Electronics Shared PoliciesCompany Policies numbered 16 and 17 on Schedule 7.01(a) hereto and all predecessor Policies thereto, subject to the terms of such Electronics Shared Company Policies and any limitations or obligations of Electronics ITT Hartford contemplated by this Article XIVII or 34 34 Schedule 7.01(a), 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 incurred or are alleged claimed to have occurred, in whole or in part, been incurred prior to the Electronics Distribution Date by any Party party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date ITT Hartford Business or, to the extent any claim is made against Electronics ITT Hartford or any of its Subsidiaries, the conduct of the Tyco Retained ITT Industries Business or the Healthcare ITT Destinations 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 under either such Company Policy; provided, however, that nothing in this clause shall be deemed to constitute (or wrongful act under one or more to reflect) an assignment of either of such Electronics Shared PoliciesCompany Policies to ITT Hartford. (c) The ITT Industries Assets shall include any and all rights of a named additional insured party under Policies where ITT is a named additional insured party, subject to the terms of such Policies and any limitations or obligations of ITT contemplated by this Article VII, 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 ITT Industries Business or, to the extent any claim is made against ITT Industries or any of its Subsidiaries, the conduct of the ITT Destinations Business or the ITT Hartford Business, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under either such Policy; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Policies, or any of them, Policies to Electronics, and (ii) the Electronics PoliciesITT Industries.

Policies and Rights Included Within Assets. (a) The Healthcare New ATAPCO Assets shall include (i) any and all rights of an insured Party party under each of the Healthcare New ATAPCO Shared Policies, subject to the terms of such Healthcare New ATAPCO Shared Policies and any limitations or obligations of Healthcare New ATAPCO contemplated by this Article XIX, 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, actionsActions, proceedings, injuries, losses, liabilitiesLiabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, or were incurred or claimed to have been incurred on or prior to the Healthcare Distribution Exchange Date by any Party party in or in connection with the conduct of the Healthcare Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date New ATAPCO Business or, to the extent any claim is made against Healthcare New ATAPCO or any of its Subsidiaries, the conduct of the Tyco Retained ATRECO Business, the Gateway Business, the Calvert Business or the Electronics Business prior to the Healthcare Distribution DateBalti▇▇▇▇ ▇▇nagement Business, and which actual or alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, losses, liabilitiesLiabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Healthcare New ATAPCO Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare New ATAPCO Shared Policies, or any of them, to HealthcareNew ATAPCO, and (ii) the Healthcare New ATAPCO Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution Date. (b) The Electronics ATRECO Assets shall include (i) any and all rights of an insured Party party under each of the Electronics ATRECO Shared Policies, subject to the terms of such Electronics ATRECO Shared Policies and any limitations or obligations of Electronics ATRECO contemplated by this Article XIX, 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, actionsActions, proceedings, injuries, losses, liabilitiesLiabilities, damages and expenses which occurred incurred or are alleged claimed to have occurred, in whole been incurred on or in part, prior to the Electronics Distribution Exchange Date by any Party party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date ATRECO Business or, to the extent any claim is made against Electronics ATRECO or any of its Subsidiaries, the conduct of the Tyco Retained New ATAPCO Business, the Gateway Business, the Calvert Business or and the Healthcare Balt▇▇▇▇▇ ▇anagement Business, and which actual or alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, losses, liabilitiesLiabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Electronics ATRECO Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics ATRECO Shared Policies, or any of them, to ElectronicsATRECO, and (ii) the Electronics ATRECO Policies. (c) The Gateway Assets shall include (i) any and all rights of an insured party under each of the Gateway Shared Policies, subject to the terms of such Gateway Shared Policies and any limitations or obligations of Gateway 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 claims, suits, Actions, proceedings, injuries, losses, Liabilities, damages and expenses incurred or claimed to have been incurred on or prior to the Exchange Date by any party in or in connection with the conduct of the Gateway Business or, to the extent any claim is made against Gateway or any of its Subsidiaries, the conduct of the New ATAPCO Business, the ATRECO Business, the Calvert Business or the Balti▇▇▇▇ ▇▇nagement 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 Gateway Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Gateway Shared Policies, or any of them, to Gateway, and (ii) the Gateway Policies. (d) The Calvert Assets shall include (▇) ▇▇▇ and all rights of an insured party under each of the Calvert Shared Policies, subj▇▇▇ ▇▇ the terms of such Calvert Shared Policies and a▇▇ ▇▇▇▇tations or obligations of Calvert contemplated by this ▇▇▇▇▇▇▇ X, specifically including rights of indemnity and the right to be defended, suits, Actions, proceedings, injuries, losses, Liabilities, damages and expenses incurred or claimed to have been incurred on or prior to the Exchange Date by any party in or in connection with the conduct of the Calvert Business or, to the e▇▇▇▇▇ ▇ny claim is made against Calvert or any of its Subsidi▇▇▇▇▇, the conduct of the New ATAPCO Business, the ATRECO Business, the Gateway Business and the Baltimore Management 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 Calvert Shared Policies; prov▇▇▇▇, ▇owever, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Calvert Shared Policies, or a▇▇ ▇▇ ▇hem, to Calvert, and (ii) the Calvert ▇▇▇▇▇▇es. (e) ▇▇▇ ▇▇▇timore Management Assets shall include (i) any and all rights of an insured party under each of the Baltimore Management shared Policies, subject to the terms of such Baltimore Management Shared Policies and any limitations or obligations of Baltimore Management 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 claims, suits, Actions, proceedings, injuries, losses, Liabilities, damages and expenses incurred or claims to have been incurred on or prior to the Exchange Date by any party in or in connection with the conduct of the Baltimore Management Business or, to the extent any claim is made against Baltimore Management or any of its Subsidiaries, the conduct of the New ATAPCO Business, the ATRECO Business, the Gateway Business or the Calvert Business, and which c▇▇▇▇▇, suits, Actions proceedings, injuries, losses, Liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such Baltimore Management Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Baltimore Management Shared Policies, or any of them, to Baltimore Management, and (ii) the Baltimore Management Policies.

Policies and Rights Included Within Assets. (a) The Healthcare SpinCo Assets shall include (i) the SpinCo Policies, (ii) any and all rights of an insured Party party under each of the Healthcare Parent Shared Non-Carryover Policies, subject to the terms of such Healthcare Parent Shared Non-Carryover Policies and any limitations or obligations of Healthcare SpinCo contemplated by this Article XIVI, 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, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date Effective Time by any Party party in or in connection with the conduct of the Healthcare Business, regardless SpinCo Business or the ownership of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date SpinCo Assets or, to the extent any claim is made against Healthcare SpinCo or any of its the SpinCo Subsidiaries, the conduct of the Tyco Retained Parent Business or the Electronics Business prior to ownership of the Healthcare Distribution DateParent Assets, 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 Healthcare Parent Shared Non-Carryover Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to Healthcare, and (iiiii) any and all rights of an insured party under each of the Healthcare Parent Shared Carryover Policies. With regard , subject to the Healthcare Assets as respects products liabilityterms of such Parent Shared Carryover Policies and any limitations or obligations of SpinCo contemplated by this Article VI, nothing in this Agreement is intend with respect to provide coverage for alleged wrongful acts, occurrences, events, all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses which occurred incurred or are alleged claimed to have occurred, in whole or in part, been incurred prior to the Healthcare Distribution Date and are covered under a Claims Made Policy FormApril 1, that were not reported to Tyco prior to the Healthcare Distribution Date. (b) The Electronics Assets shall include (i) any and all rights of an insured Party under each of the Electronics Shared Policies, subject to the terms of such Electronics Shared Policies and any limitations or obligations of Electronics contemplated by this Article XI, 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 Electronics Distribution Date 2004 by any Party party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date or, to the extent any claim is made against Electronics or any of its Subsidiaries, the conduct of the Tyco Retained SpinCo Business or the Healthcare Businessownership of the SpinCo Assets, 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 Electronics Parent Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Policies, or any of them, to Electronics, and (ii) the Electronics Carryover Policies.

Policies and Rights Included Within Assets. (a) The Healthcare IR Retained Assets shall include (i) any and all rights of an additional named insured Party under each of the Healthcare Shared PoliciesPolicies where IR is an additional named insured, subject to the terms of such Healthcare Shared Policies and any limitations or obligations of Healthcare IR contemplated by this Article XIIX, 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, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date Effective Time by any Party in or in connection with the conduct of the Healthcare Business, IR Retained Business regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date Effective Time or, to the extent any claim is made against Healthcare IR or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution DateAllegion 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 Healthcare Shared Company Policies; provided, however, that nothing in this clause Section 9.1 shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution DatePolicies by IR. (b) The Electronics Allegion Assets shall include (i) any and all rights of an insured Party party under each of the Electronics Shared Company Policies, subject to Sections 9.9 and 9.10 and to the terms of such Electronics Shared Company Policies and any limitations or obligations of Electronics Allegion contemplated by this Article XIIX, 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 incurred or are alleged claimed to have occurred, in whole or in part, been incurred prior to the Electronics Distribution Date Effective Time by any Party party in or in connection with the conduct of the Electronics Business, Allegion Business regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date Effective Time or, to the extent any claim is made against Electronics Allegion or any of its Subsidiaries, the conduct of the Tyco IR Retained Business or the Healthcare 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 Electronics Shared Company Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Company Policies, or any of them, to Electronics, and (ii) the Electronics PoliciesAllegion.

Policies and Rights Included Within Assets. (a) The Healthcare IR Retained Assets shall include (i) any and all rights of an additional named insured Party under each of the Healthcare Shared PoliciesPolicies where IR is an additional named insured, subject to the terms of such Healthcare Shared Policies and any limitations or obligations of Healthcare IR contemplated by this Article XIIX, 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, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date Effective Time by any Party in or in connection with the conduct of the Healthcare Business, IR Retained Business 37 regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date Effective Time or, to the extent any claim is made against Healthcare IR or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution DateAllegion 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 Healthcare Shared Company Policies; provided, however, that nothing in this clause Section 9.1 shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution DatePolicies by IR. (b) The Electronics Allegion Assets shall include (i) any and all rights of an insured Party party under each of the Electronics Shared Company Policies, subject to Sections 9.9 and 9.10 and to the terms of such Electronics Shared Company Policies and any limitations or obligations of Electronics Allegion contemplated by this Article XIIX, 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 incurred or are alleged claimed to have occurred, in whole or in part, been incurred prior to the Electronics Distribution Date Effective Time by any Party party in or in connection with the conduct of the Electronics Business, Allegion Business regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date Effective Time or, to the extent any claim is made against Electronics Allegion or any of its Subsidiaries, the conduct of the Tyco IR Retained Business or the Healthcare 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 Electronics Shared Company Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Company Policies, or any of them, to Electronics, and (ii) the Electronics PoliciesAllegion.

Policies and Rights Included Within Assets. (a) The Healthcare IR Retained Assets shall include (i) any and all rights of an additional named insured Party under each of the Healthcare Shared PoliciesPolicies where IR is an additional named insured, subject to the terms of such Healthcare Shared Policies and any limitations or obligations of Healthcare IR contemplated by this Article XIIX, 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, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date Effective Time by any Party in or in connection with the conduct of the Healthcare Business, IR Retained Business regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date Effective Time or, to the extent any claim is made against Healthcare IR or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution DateAllegion 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 Healthcare Shared Company Policies; provided, however, that nothing in this clause Section 9.1 shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution DatePolicies by IR. (b) The Electronics Allegion Assets shall include (i) any and all rights of an insured Party party under each of the Electronics Shared Company Policies, subject to Sections 9.9 and 9.10 and to the terms of such Electronics Shared Company Policies and any limitations or obligations of Electronics Allegion contemplated by this Article XIIX, 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, 38 actions, proceedings, injuries, losses, liabilities, damages and expenses which occurred incurred or are alleged claimed to have occurred, in whole or in part, been incurred prior to the Electronics Distribution Date Effective Time by any Party party in or in connection with the conduct of the Electronics Business, Allegion Business regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date Effective Time or, to the extent any claim is made against Electronics Allegion or any of its Subsidiaries, the conduct of the Tyco IR Retained Business or the Healthcare 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 Electronics Shared Company Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Company Policies, or any of them, to Electronics, and (ii) the Electronics PoliciesAllegion.

Policies and Rights Included Within Assets. (a) The Healthcare Mallinckrodt Assets shall include (i) any and all rights of an insured Party party under each of the Healthcare Shared Policies, subject to the terms of such Healthcare Shared Policies and any limitations or obligations of Healthcare Mallinckrodt contemplated by this Article XIV, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all actual actual, contingent 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, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date Effective Time by any Party in or in connection with the conduct of the Healthcare Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date or, to the extent any claim is made against Healthcare or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution Date, 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 Healthcare Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution Date. (b) The Electronics Assets shall include (i) any and all rights of an insured Party under each of the Electronics Shared Policies, subject to the terms of such Electronics Shared Policies and any limitations or obligations of Electronics contemplated by this Article XI, 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 Electronics Distribution Date by any Party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date or, to the extent any claim is made against Electronics or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Healthcare Mallinckrodt 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 Electronics Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Policies, or any of them, to ElectronicsMallinckrodt. Notwithstanding the foregoing, with regard to the Mallinckrodt Assets in respect of any claims made Policy that is not put into run-off as further described below in Section 5.3, nothing in this Agreement is intended to provide coverage for alleged wrongful acts, occurrences, events, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and (ii) expenses which occurred or are alleged to have occurred, in whole or in part, prior to the Electronics PoliciesEffective Time and are covered under a claims made policy form, that were not reported to Covidien’s Director of Risk Management prior to the Effective Time.

Policies and Rights Included Within Assets. (a) The Healthcare Mallinckrodt Assets shall include (i) any and all rights of an insured Party party under each of the Healthcare Shared Policies, subject to the terms of such Healthcare Shared Policies and any limitations or obligations of Healthcare Mallinckrodt contemplated by this Article XIV, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all actual actual, contingent or alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, lossesLosses, liabilitiesLiabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date Effective Time by any Party in or in connection with the conduct of the Healthcare Mallinckrodt Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date or, to the extent any claim is made against Healthcare or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Electronics Business prior to the Healthcare Distribution Date, and which actual or alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, lossesLosses, liabilitiesLiabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Healthcare Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Healthcare Shared Policies, or any of them, to HealthcareMallinckrodt. Notwithstanding the foregoing, and (ii) the Healthcare Policies. With with regard to the Healthcare Mallinckrodt Assets in respect of any claims made Policy that is not put into run-off as respects products liabilityfurther described below in Section 5.3, nothing in this Agreement is intend intended to provide coverage for alleged wrongful acts, occurrences, events, claims, suits, actionsActions, proceedings, injuries, lossesLosses, liabilitiesLiabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, prior to the Healthcare Distribution Date Effective Time and are covered under a Claims Made Policy Formclaims made policy form, that were not reported to Tyco Covidien’s Director of Risk Management prior to the Healthcare Distribution DateEffective Time. (b) The Electronics Assets shall include (i) any and all rights of an insured Party under each of the Electronics Shared Policies, subject to the terms of such Electronics Shared Policies and any limitations or obligations of Electronics contemplated by this Article XI, 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 Electronics Distribution Date by any Party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date or, to the extent any claim is made against Electronics or any of its Subsidiaries, the conduct of the Tyco Retained Business or the Healthcare 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 Electronics Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Policies, or any of them, to Electronics, and (ii) the Electronics Policies.

Policies and Rights Included Within Assets. (a) The Healthcare MFCI Assets shall include (i) any and all rights of an insured Party party under each of the Healthcare Shared Company Policies, subject to the terms of such Healthcare Shared Company Policies and any limitations or obligations of Healthcare MFCI contemplated by this Article XIV, 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, or were incurred or claimed to have been incurred prior to the Healthcare Distribution Date by any Party party in or in connection with the conduct of the Healthcare Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Healthcare Distribution Date MFCI Business or, to the extent any claim is made against Healthcare MFCI or any of its Subsidiaries, the conduct of the Tyco Retained RTI Business or the Electronics Business prior to the Healthcare Distribution DateMHCI 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 Healthcare Shared Company Policies; provided, -------- however, that nothing in this clause shall be deemed to constitute (or to ------- reflect) an assignment of such Healthcare Shared Company Policies, or any of them, to Healthcare, and (ii) the Healthcare Policies. With regard to the Healthcare Assets as respects products liability, nothing in this Agreement is intend to provide coverage for 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 Healthcare Distribution Date and are covered under a Claims Made Policy Form, that were not reported to Tyco prior to the Healthcare Distribution DateMFCI. (b) The Electronics MHCI Assets shall include (i) any and all rights of an insured Party party under each of the Electronics Shared Company Policies, subject to the terms of such Electronics Shared Company Policies and any limitations or obligations of Electronics MHCI contemplated by this Article XIV, 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 incurred or are alleged claimed to have occurred, in whole or in part, been incurred prior to the Electronics Distribution Date by any Party party in or in connection with the conduct of the Electronics Business, regardless of whether any suit, claim, action or proceeding is brought before or after the Electronics Distribution Date MHCI Business or, to the extent any claim is made against Electronics MHCI or any of its Subsidiaries, the conduct of the Tyco Retained RTI Business or the Healthcare MFCI 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 Electronics Shared Company Policies; provided, however, that -------- ------- nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Electronics Shared Company Policies, or any of them, to Electronics, and (ii) the Electronics PoliciesMHCI.