HAS RECEIVED ANY SUBPOENA, DISCOVERY OR OTHER REQUEST THAT ARGUABLY
CALLS FOR THE PRODUCTION OR DISCLOSURE OF SUCH PRIVILEGED INFORMATION, SUCH
PARTY SHALL PROMPTLY NOTIFY THE OTHER PARTY OF THE EXISTENCE OF THE REQUEST AND
SHALL PROVIDE THE OTHER PARTY A REASONABLE OPPORTUNITY TO REVIEW THE INFORMATION
AND TO ASSERT ANY RIGHTS IT MAY HAVE UNDER THIS SECTION 7.07 OR OTHERWISE TO
PREVENT THE PRODUCTION OR DISCLOSURE OF SUCH PRIVILEGED INFORMATION.
(I)
THE TRANSFER OF THE SUBSIDIARY BOOKS AND
RECORDS AND THE PARENT BOOKS AND RECORDS AND OTHER INFORMATION BETWEEN PARENT
AND ITS SUBSIDIARIES AND SUBSIDIARY AND ITS SUBSIDIARIES IS MADE IN RELIANCE ON
THE AGREEMENT OF SUBSIDIARY AND PARENT, AS SET FORTH IN SECTIONS 7.06 AND 7.07,
TO MAINTAIN THE CONFIDENTIALITY OF PRIVILEGED INFORMATION AND TO ASSERT AND
MAINTAIN ALL APPLICABLE PRIVILEGES.
THE ACCESS TO INFORMATION BEING GRANTED
PURSUANT TO SECTIONS 7.01 AND 7.02, THE AGREEMENT TO PROVIDE WITNESSES AND
INDIVIDUALS PURSUANT TO SECTION 7.03, AND THE TRANSFER OF PRIVILEGED INFORMATION
BETWEEN PARENT AND ITS SUBSIDIARIES AND SUBSIDIARY AND ITS SUBSIDIARIES PURSUANT
TO THIS AGREEMENT SHALL NOT BE DEEMED A WAIVER OF ANY PRIVILEGE THAT HAS BEEN OR
MAY BE ASSERTED UNDER THIS AGREEMENT OR OTHERWISE.
ARTICLE 8
INSURANCE
8.01
Definitions.
For purposes of this Article 8, the
following terms shall have the meanings set forth below:
"Insurance Administration" means, with respect to each Policy, this term shall
include, but not be limited to, the accounting for premiums, retrospectively
rated premiums, defense costs, adjuster's fees, indemnity payments, deductibles
and retentions as appropriate under the terms and conditions of each of the
Policies; and the reporting to primary and excess insurance
20
carriers of any losses, claims and/or audit exposure in accordance with Policy
provisions, and the distribution of Insurance Proceeds as contemplated by this
Agreement.
"Insured Claims" shall mean the property losses or Liabilities that,
individually or in the aggregate, are covered within the terms and conditions of
any of the Policies, whether or not subject to deductibles, co-insurance,
uncollectibility or retrospectively rated premium adjustments, but only to the
extent that such property losses or Liabilities are within applicable Policy
limits, including aggregates.
"Insurance Proceeds" shall mean those moneys (i) received by an insured from an
insurance carrier; or (ii) paid by an insurance carrier on behalf of the
insured, in either case net of any applicable premium adjustment,
retrospectively rated premium, deductible, retention, cost or reserve paid or
held by or for the benefit of such insured.
"Pre-Distribution Policies" shall mean insurance policies and insurance
contracts of any kind relating to the Transferred Assets, the Assumed
Liabilities or the Subsidiary Individuals for any period before the Distribution
Effective Time, including without limitation (a) comprehensive general,
automobile, aircraft, employment, workers' compensation, directors' and
officers' and umbrella liability policies; (b) the Multi-Media Tail liability
insurance coverage with Chartis Inc.; (c) property and crime insurance policies;
and (d) primary and excess policies included in clause (a), (b) or (c), in each
case together with the rights and benefits thereunder.
"Shared