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[* 5]INDEX NO. 653090/2013NYSCEF DOC. NO. 1342RECEIVED NYSCEF: 05/19/2021claim, is a question for another day. Put simply, Nokia is looking to confirm its seat at the tablein this ongoing dispute with AT&T's insurers.For the reasons set forth below, the Court answers the question presented in theaffirmative, and Nokia's motion is granted.BACKGROUNDA. AT&T Spins Off LucentIn 1996, AT&T Corp. ("AT&T") separated its existing business into three independentbusinesses (Nokia Statement of Undisputed Material Facts ["SUMF"] iJl). AT&T spun off itscomputer business and its telecommunications equipment business to two separate companies known as NCR Corporation and NS-MPG Inc.- and retained the balance of its businessconsisting of communications and data services to customers (id). To accomplish the spin-off ofthe telecommunications equipment businesses, on February 1, 1996, AT&T, NCR Corporation,and NS-MPG Inc. executed a Separation and Distribution Agreement (the "SDA") (id iJ2). Anamended and restated SDA was executed on March 29, 1996, by which time NS-MPG Inc. hadchanged its name to Lucent Technologies, Inc. ("Lucent") (id iJiJ2-3).In November 2008, Lucent's name was changed to Alcatel-Lucent USA Inc. (id iJl 7).And in January 2018, Alcatel-Lucent USA Inc.'s name was changed to Nokia of AmericaCorporation, and as a result, the company formerly known as Lucent Technologies Inc. is nowknown as Nokia of America Corporation (id iJ18).653090/2013 CERTAIN UNDERWRITERS AT vs. AT&T, CORP.Motion No. 0265 of 18Page 5of18

[* 6]INDEX NO. 653090/2013NYSCEF DOC. NO. 1342RECEIVED NYSCEF: 05/19/2021B. The Legacy PoliciesAt issue on this motion is whether AT&T, through the SDA, effectively assigned toLucent its rights under certain liability policies issued by the Insurers 1 to AT&T before itsreorganization in 1996 (the "Legacy Policies"). It is uncontested that AT&T is an insured underthe Legacy Policies.Since 1996, Nokia has been sued in thousands of asbestos-related bodily injury lawsuitsallegedly arising out of the operations of certain legacy businesses of AT&T (see NYSCEF 801[exemplar complaint filed in the Circuit Court, Third Judicial Circuit, Madison County, Illinoisnaming "Lucent Technologies, Inc., Individually and as successor to AT & T Technologies,Inc., and Western Electric Company, Inc."]). Nokia is defending these asbestos claims assuccessor to these legacy businesses of AT&T (see id). Nokia has sought coverage under theLegacy Policies for these asbestos claims and the Insurers, in tum, have denied coverage. In thislawsuit, the Insurers seek declarations and assert affirmative defenses that Nokia is not entitled tothat coverage (see, e.g., Am. Com pl. iJiJ82 [b ], 86 [a]).On this motion, Nokia seeks to establish, as a matter of law, that it is entitled to assertrights under the Insurers' Policies for asbestos liabilities arising from the Lucent Business. ButNokia is not seeking to establish at this stage that any given asbestos claim is covered under theInsurers' Policies (NYSCEF 785 at 10 [Nokia motion for SJ.]).DISCUSSIONTo prevail on a motion for summary judgment, the moving party must establish its claimor defense and show, prima facie, that there is no issue of material fact (Jones v Underhill Realty,1The "Insurers" denote the Plaintiff and Defendant insurers who oppose Nokia's motion (seeNYSCEF 859 at 1, 21-27).653090/2013 CERTAIN UNDERWRITERS AT vs. AT&T, CORP.Motion No. 0266 of 18Page 6of18

[* 7]INDEX NO. 653090/2013NYSCEF DOC. NO. 1342RECEIVED NYSCEF: 05/19/2021LLC, 160 AD3d 494, 494 [1st Dept 2018]). If the moving party makes this showing, the burdenshifts to the non-movant to show that material issues of fact exist (Jacobsen v New York CityHealth & Hosp. Corp., 22 NY3d 824, 833 [2014])."It is well settled that [the court's] role in interpreting a contract is to ascertain theintention of the parties at the time they entered into the contract," and "[i]f that intent isdiscernible from the plain meaning of the language of the contract, there is no need to lookfurther" (Evans v Famous Music Corp., 1NY3d452, 458 [2004]).A. Nokia establishes its prim a facie case.Nokia makes a prima facie showing that AT&T validly assigned to Lucent (and thereforeto Nokia) insurance rights covering the liabilities of the Lucent Business."No special form or language is necessary to effect an assignment as long as the languageshows the intention of the owner of a right to transfer it" (Tawil v Finkelstein Bruckman WohlMost & Rothman, 223 AD2d 52, 55 [1st Dept 1996]; Suraleb, Inc. v Intl. Trade Club, Inc., 13AD3d 612 [2d Dept 2004] [same], quoted by One West Bank, NA. v Melina, 827 F3d 214, 223[2d Cir 2016]; see SR Inter. Bus. Ins. Co., Ltd v World Trade Ctr. Properties, LLC, 375 F Supp2d 23 8, 245 [SD NY 2005] [assignment of insurance rights "may be the product of inference"][holding that a transaction "was, in substance even if not in form . an assignment of the[insurance] claim"]).The text of the SDA demonstrates, in several ways, the contracting parties' intent toassign AT&T's rights under the Legacy Policies. Most broadly, the SDA defines "Assets" toexpressly include "all rights under insurance policies and all rights in the nature of insurance,indemnifi cati on or contri buti on" ( § 1. 11 [ n]). Next, the SD A transferred to Lucent "any and allAssets that are expressly contemplated by [the SDA] . as Assets to be transferred to Lucent or653090/2013 CERTAIN UNDERWRITERS AT vs. AT&T, CORP.Motion No. 0267 of 18Page 7of18

[* 8]INDEX NO. 653090/2013NYSCEF DOC. NO. 1342RECEIVED NYSCEF: 05/19/2021any other member of the Lucent Group," as well as "[a]ny and all Assets owned or heldimmediately prior to the Closing Date by AT&T or any of its Subsidiaries that are used primarilyin the Lucent Business" (SDA §§2.2 [a] [i], [vii]). In addition, the SDA confirms Lucent's rightsunder AT&T's insurance policies before and after the spin-off:[T]he parties intend by this Agreement that Lucent and each other member ofthe Lucent Group be successors-in-interest to all rights that any member ofthe Lucent Group may have as of the Closing Date as a subsidiary, affiliate,division or department of AT&T prior to the Closing Date under any policy ofinsurance issued to AT&T by any insurance carrier unaffiliated with AT&T[,]. including any rights such member of the Lucent Group may have as an insuredor additional named insured, subsidiary, affiliate, division or department, to availitself of any such policy of insurance . as in effect prior to the Closing Date.(SDA §7.1 [c] [emphasis added]). Taken together, these provisions "show[] the intention" ofAT&T to give Lucent the right "to avail itself of' the Legacy Policies for liabilities assumedfrom AT&T as part of the spin-off (see Tawil, 223 AD2d at 55; Chase Home Fin., LLC vMiciotta, 101 AD3d 1307, 1308 [3d Dept 2012] ["[T]he language of these assignments . wasbroad enough to transfer the interest"]).The structure of the "trivestiture" (Affidavit of Kevin O'Reilly iJ2 [NYSCEF 788])engineered by the SDA further supports Nokia's reading. Through the SDA, AT&T's Board ofDirectors sought to create "three independent businesses" (SDA at 1). To that end, AT&Ttransferred to Lucent "all of' the Lucent Assets, along with "all the Lucent Liabilities," definedin part as "all Liabilities . primarily relating to, arising out of or resulting from . theoperation of the Lucent Business as conducted any time prior to, on or after the Closing Date"(id §2.3). Given the SDA's stated intention to establish Lucent as a standalone business, it isreasonable to read the SDA as seeding Lucent with the right to assert insurance coveragecorresponding to the decades' worth of liabilities Lucent was assuming (In re Lipper Holdings,653090/2013 CERTAIN UNDERWRITERS AT vs. AT&T, CORP.Motion No. 0268 of 18Page 8of18

[* 9]INDEX NO. 653090/2013NYSCEF DOC. NO. 1342RECEIVED NYSCEF: 05/19/2021LLC, I AD3d 170, 171 [1st Dept 2003] ["A contract should not be interpreted to produce a resultthat is . commercially unreasonable"]; see CSMF iJ34 [acknowledging that "AT&T structuredthe SDA to provide for a broad assumption by Lucent of liabilities relating to the so-called'Lucent Business"']). 2B. The Insurers fail to raise a triable issue of fact.Because Nokia has made this prima facie showing, the burden then shifts to the Insurers"to produce evidentiary proof in admissible form sufficient to establish the existence of materialissues of fact" (Giuffrida v Citibank, 100 NY2d 72, 81 [2003]). As discussed below, the Insurersfail to carry that burden here.I. The Insurers' reading of the SDA does not compel denial of Nokia's motion.The Insurers advance several arguments contesting Nokia's entitlement to coverage forspecific asbestos claims under specific policies, but these arguments show the parties shooting atdifferent targets. For instance, the Insurers "acknowledge that some members of the LucentGroup may have a claim for coverage" (NYSCEF 859 at 14 [Insurers' opp. to SJ.] [emphasis inoriginal]), but faults Nokia for failing to "identify the member of the Lucent Group seekingcoverage and to show that such member is covered under a Legacy Policy for an asbestos suit atissue in this case" (id). As Nokia points out, however, "that is an exercise for another day"(NYSCEF 1047 at 7 [Nokia reply]) because on this motion, Nokia "does not seek an order thatany given asbestos claim . is covered under the Insurers' Policies" (NYSCEF 785 at 10 n.62The Insurers argue that the SDA meant to achieve an imbalanced transfer between liabilitiesand assets, with Lucent agreeing to "a broad assumption" of liabilities but only "a narrowertransfer of assets" (CSMF iJ34). "Lucent Liabilities," though, is defined in part as "all Liabilities. relating to, arising out of or resulting from . any Lucent Assets," a formulation thatsuggests the two were meant to be coextensive.653090/2013 CERTAIN UNDERWRITERS AT vs. AT&T, CORP.Motion No. 0269 of 18Page 9of18

[* 10]INDEX NO. 653090/2013NYSCEF DOC. NO. 1342RECEIVED NYSCEF: 05/19/2021[Nokia mot. for SJ.] [emphasis in original]). As a result, individual coverage disputes do notpresent grounds for denying Nokia's narrowly targeted motion about the validity of theunderlying assignment.By the same token, the Insurers' insistence that the SDA "did not transfer rights under theLegacy Policies" but "merely preserved the status quo" draws what appears to be, at this stage, asemantic distinction without a practical difference. Section 7.1 [c] [i] confirms the parties' intentto name Lucent as "successor-in-interest" to certain of AT&T's insurance rights, allowingLucent "to avail itself of any such policy of insurance." Successorship signifies an "assumptionof interests," so that the successor "is vested with the rights and duties of an earlier corporation"(Gismondi v Franco, 206 F Supp 2d 597, 600 [SD NY 2002]).In that light, the fact that section 7 .1 [c] does not use talismanic words like "assign" or"transfer" is immaterial (Tawil, 223 AD2d at 55 ["[n]o special form or language is necessary toeffect an assignment as long as the language shows the intention of the owner of a right totransfer it"]; One West Bank, NA., 827 F3d at 223 [same]). Regardless of the mechanism atwork, Nokia contends that it has rights to assert coverage under the Legacy Policies for asbestosliabilities it received in the spin-off Indeed, both sides arrive at the conclusion that the SDApreserved Lucent's pre-spin-off insurance rights as a division of AT&T (compare NYSCEF 785at 5 ["the parties to the SDA explicitly intended . that after the Closing Date, Lucent and itssubsidiaries and divisions would have the same insurance rights that they had as of the ClosingDate"] [Nokia mot. for S.J.], with CSMF iJ45 ["the SDA did not extinguish whatever rights tocoverage members of the 'Lucent Group' (as defined in the SDA) had to coverage as subsidiariesof AT&T before the effective date of the SDA"]). Whether AT&T "transferred" those insurance653090/2013 CERTAIN UNDERWRITERS AT vs. AT&T, CORP.Motion No. 02610 of 18Page 10of18

[* 11]INDEX NO. 653090/2013NYSCEF DOC. NO. 1342RECEIVED NYSCEF: 05/19/2021rights to Lucent, or whether Lucent's pre-existing insurance rights were "preserved" in the spinoff, the end result is the same: Nokia possesses those rights.2. The anti-assignment clauses in the Legacy Policies do not raise triable issuesoffact.Next, the Insurers fail to show that triable fact issues exist concerning the "antiassignment" clauses in the Legacy Policies. These standard clauses purport to bar anyassignment of the policy or rights thereunder without the Insurers' consent. But "under NewYork law, the enforceability of a no-transfer clause in an insurance contract is limited"(Arrowood Indem. Co. v Atl. Mut. Ins. Co., 96 AD3d 693, 694 [1st Dept 2012], quotingGlobecon Group, LLC v Hartford Fire Ins. Co., 434 F3d 165, 170 [2d Cir 2006] [applying NewYork law]). "New York generally follows the majority rule that a no-transfer provision in aninsurance contract is valid with respect to transfers that were made prior to, but not after, theinsured-against loss" (id; Mellen v Hamilton Fire Ins. Co., 17 NY 609, 615 [1858]; Kittner v E.Mut. Ins. Co., 80 AD3d 843, 846 n.3 [3d Dept 2011] ["while the insurance policy contains aprovision that the '[a]ssignment of this policy is not valid without [defendant's] written consent,'this anti-assignment provision applies only to assignments before loss"] [citation omitted];Globecon, 434 F3d at 170; Viking Pump, Inc. v Century Indem. Co., 2 A3d 76, 103 [Del Ch2009] ["New York law generally does not permit anti-assignment clauses to be erected as abarrier to the transfer of 'post-loss claims,' that is to say claims for losses that have alreadyhappened"]). 33On the other hand, anti-assignment provisions are enforceable before a loss occurs (e.g.,Travelers Indem. Co. v Israel, 354 F2d 488, 490 [2d Cir 1965] ["Although assignment of thepolicy prior to loss was ineffective without the consent of the insurer, no such approval wasnecessary for an assignment of the right to the proceeds after the loss"]).653090/2013 CERTAIN UNDERWRITERS AT vs. AT&T, CORP.Motion No. 02611 of 18Page 11of18

[* 12]INDEX NO. 653090/2013NYSCEF DOC. NO. 1342RECEIVED NYSCEF: 05/19/2021This principle "is based upon a judgment that, although insurers have a legitimate interestin protecting themselves against additional liabilities the insurer did not contract to cover, oncethe insured-against loss has occurred, there is no issue of an insurer having to insure againstadditional risk. Rather, in that circumstance, the only question is who the insurer will pay for theloss" (Viking Pump, 2 A3d at 103, cited by Arrowood, 96 AD3d at 694; Globecon, 434 F3d at170 ["The idea behind the majority rule is that, once the insured-against loss has occurred, thepolicy-holder essentially is transferring a cause of action rather than a particular risk profile"];Beck-Brown Realty Co. v Liberty Bell Ins. Co., 137 Misc 263, 264 [Sup Ct, Kings County 1930]["Before loss, the insurer is subjected to a risk, and it is this risk which the insurer may exemptfrom assignability except upon its own consent. Upon loss, however, the risk disappears andnothing remains except the assured's right to payment"]).The Insurers start by challenging the applicability of the "post-loss" assignment principlebecause Nokia has not demonstrated, on this motion, that any covered losses actually occurredprior to the SDA's assignment of AT&T's insurance rights to Lucent. But Nokia need not provecoverage to demonstrate that any loss for which it is seeking coverage necessarily preceded theassignment. The Insurers' policies only cover liability for "accidents" or "occurrences" duringthe respective policy periods, all of which expired before the SDA (SUMF iJ22; Berringer Aff. iJ8["Nokia is only seeking insurance coverage for these suits in this action based upon 'accidents'or 'occurrences' that happened during these policy periods."] [NYSCEF 800]; see id Ex. G[NYSCEF 807]). 4 The Insurers maintain that Nokia has not established any "occurrence" (e.g.,4The Insurers' policies are all "occurrence-basis" policies. An "occurrence-basis policy" is athird-party liability policy form which covers "occurrences" or "accidents" during the policyperiod that result in bodily injury or property damage during the policy period (see Olin Corp. v653090/2013 CERTAIN UNDERWRITERS AT vs. AT&T, CORP.Motion No. 02612 of 18Page 12of18

[* 13]INDEX NO. 653090/2013NYSCEF DOC. NO. 1342RECEIVED NYSCEF: 05/19/2021Compl. iJiJ8 l, 88 [NYSCEF 1]). But by definition, any covered loss must have occurred beforethe SDA; otherwise, the loss would not be covered. So, to the extent a covered loss occurred, itnecessarily preceded the assignment to Nokia and thus cannot, as a general matter, be barred bythe anti-assignment clauses.To be sure, "a no-transfer clause may, in certain unusual circumstances, remain valid asto some pre-transfer claims even though the loss occurred before the transfer" (Globecon, 434F3d at 171), but those circumstances are not shown here. Specifically, a post-loss assignmentmay be barred by an anti-assignment clause when the assignment "would unduly increase therisk borne by the insurer" (SRint'l. Bus. Ins. Co., 375 F Supp 2d at 249). The Insurers contendthat bringing Nokia into the fold multiplies their defense costs because both Nokia and AT&T,which the Insurers also cover, are "regularly sued for the same liability" (NYSCEF 859 at 17).As an example, the Insurers point to a case in which Nokia and AT&T, as co-defendants, failedto cooperate in the defense of an asbestos claim and instead reached separate settlements with theplaintiff for vastly different sums (id at 17-18). The Insurers urge that they should only berequired to pay a portion of such a settlement - either Nokia's share or AT&T's - but not both.The added burden of covering both, in the Insurers' view, "necessarily increases their risk" (id).The prospect of incurring additional defense costs, however, is not the kind of"increase[d] . risk" that compels enforcement of an otherwise ineffective anti-assignmentCertain Underwriters at Lloyd's, 468 F3d 120, 125 [2d Cir 2006] ["'[O]ccurrence policies' .cover events during the policy period, no matter how many years later the claim arises. UnderNew York law, such occurrence-based comprehensive general liability policies are 'triggered byoccurrence of the property damage during the policy period."']). Such policies are distinguishedfrom "claims-made" policies, which "provide liability coverage only when a claim is madeagainst the insured within the policy period" (Matter of John Paterno, Inc. By and ThroughPaterno v Curiale, 88 NY2d 328, 331 [1996]).653090/2013 CERTAIN UNDERWRITERS AT vs. AT&T, CORP.Motion No. 02613 of 18Page 13of18

[* 14]INDEX NO. 653090/2013NYSCEF DOC. NO. 1342RECEIVED NYSCEF: 05/19/2021clause. The concern with "increase[d] . risk" typically arises when an assignment of insurancerights carries with it "a claim for loss of business income . [that] is uncertain at the time of theassignment" (Globecon Group, LLC, 434 F3d at 171). Consider the situation in Holt v FidPhoenix Fire Ins. Co. of NY, 273 AD 166, 168 [3d Dept 1948], affd sub nom. Holt v FidPhoenix Fire Ins. Co. of New York, 297 NY 987 [1948]. In that case, a fire forced the closure ofa movie theater in Albany and forced the theater owner to collect on its business interruptioninsurance policy in order to recover lost payroll expenses. The policy covered lost profits, too,but "the business was operating at a loss," so "no loss of profits was claimed" (id). A few dayslater, perhaps feeling enough was enough, the theater owner sold off the property to the plaintiffand assigned to him the rights under "all existing policies" (id at 167). But when the plaintifftried to make a claim for the losses he incurred in the business after the sale, the insurancecompany denied the validity of the assignment. And the Appellate Division agreed with themsurers:The obligation under the rider in question was to reimburse the William BerinsteinEnterprises for the loss which

aviation insurance company limited, the dominion insurance company limited(for itself and as part of cf&au group c pool), the edinburgh assurance company number 2 . insurance company, allianz versicherungs - ag, zurich insurance