Common use of Administrative Complaints/Litigation Clause in Contracts

Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, on and after the Effective Time, Xxxxxxx Electronics shall assume, and be solely liable for, the handling, administration, investigation, and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, and unemployment compensation claims asserted at any time against Xxxxxxx International or any member of the Xxxxxxx International Group by any Xxxxxxx Electronics Group Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or with respect to the business activities of any member of the Xxxxxxx Electronics Group after the Effective Time. To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International Group Employees (or Former Xxxxxxx International Group Employees) and Xxxxxxx Electronics Group Employees (or Former Xxxxxxx Electronics Group Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.3.

Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, on as of and after the Effective TimeDistribution Date, Xxxxxxx Electronics DPSG shall assume, and be solely liable for, the handling, administration, investigation, investigation and defense of actions, including including, without limitation, ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, rights and unemployment compensation claims claims, asserted at any time against Xxxxxxx International Cadbury, or any member of the Xxxxxxx International Group DPSG or their respective Affiliates by any Xxxxxxx Electronics Group DPSG Business Employee or Former DPSG Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or with respect to the business activities of any member of the Xxxxxxx Electronics Group after the Effective TimeDPSG Business. To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International Group Cadbury Business Employees (or Former Xxxxxxx International Group Cadbury Employees) and Xxxxxxx Electronics Group DPSG Business Employees (or Former Xxxxxxx Electronics Group DPSG Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Cadbury Business Employees (or Former Cadbury Employees) and DPSG Business Employees (or Former DPSG Employees) included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.312.03.

Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, on and after the Effective TimeDistribution Date, Xxxxxxx Electronics Civeo shall assume, and be solely liable for, the handling, administration, investigation, and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, and unemployment compensation claims asserted at any time against Xxxxxxx International Oil States or any member of the Xxxxxxx International OS Group by (a) any Xxxxxxx Electronics Civeo Group Employee or Former Civeo Group Employee (including any dependent or beneficiary of any such Employee), (b) any consultant or independent contractor who provided or provides services primarily for the benefit of the Civeo Business or (c) any other person, person to the extent such actions or claims otherwise arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or with respect to the business activities of any member of the Xxxxxxx Electronics Civeo Group. Clause (c) of the preceding sentence to the contrary notwithstanding, to the extent that any such legal action is brought by an OS Group after Employee or Former OS Group Employee and relates to employment or the Effective Timeprovision of services with respect to both the business activities of a member of the Civeo Group and the business activities of a member of the OS Group (excluding the Civeo Group), reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties based upon the relative levels of service provided between the Civeo Business and the businesses of the OS Group other than the Civeo Business. To Further notwithstanding the foregoing, to the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International OS Group Employees (or Former Xxxxxxx International OS Group Employees) and Xxxxxxx Electronics Civeo Group Employees (or Former Xxxxxxx Electronics Civeo Group Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Indemnification and Release Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.3.

Administrative Complaints/Litigation. (a) Except as otherwise provided in this Agreement, on and after the Effective TimeEmployee Transfer Date, Xxxxxxx Electronics SpinCo shall assume, and be solely liable for, the handling, administration, investigation, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, rights and unemployment compensation claims asserted at any time against Xxxxxxx International RemainCo or any member of the Xxxxxxx International RemainCo Group by any Xxxxxxx Electronics Group SpinCo Employee or Former SpinCo Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, consultant or otherwise) to or with respect to the business activities of any member of the Xxxxxxx Electronics Group SpinCo Group, whether or not such employment or services were performed before or after the Effective Time. Distribution. (b) Except as otherwise provided in this Agreement, on and after the Employee Transfer Date, RemainCo shall assume, and be solely liable for, the handling, administration, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims asserted at any time against SpinCo or any member of the SpinCo Group by any RemainCo Employee or Former RemainCo Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant or otherwise) to or with respect to the business activities of any member of the RemainCo Group, whether or not such employment or services were performed before or after the Distribution. (c) To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International Group RemainCo Employees (or Former Xxxxxxx International Group RemainCo Employees) and Xxxxxxx Electronics Group SpinCo Employees (or Former Xxxxxxx Electronics Group SpinCo Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Master Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.311.3.

Administrative Complaints/Litigation. (a) Except as otherwise provided in this Agreement, on and after the Effective Time, Xxxxxxx Electronics Crane Company shall assume, and be solely liable for, the handling, administration, investigation, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, rights and unemployment compensation claims asserted at any time against Xxxxxxx International Crane NXT, Co. or any member of the Xxxxxxx International Crane NXT Group by any Xxxxxxx Electronics Group Crane Company Employee or Former Crane Company Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, consultant or otherwise) to or with respect to the business activities of any member of the Xxxxxxx Electronics Group Crane Company Group, whether or not such employment or services were performed before or after the Distribution. (b) Except as otherwise provided in this Agreement, on and after the Effective Time. , Crane NXT, Co. shall assume, and be solely liable for, the handling, administration, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims asserted at any time against Crane Company or any member of the Crane Company Group by any Crane NXT, Co. Employee or Former Crane NXT, Co. Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant or otherwise) to or with respect to the business activities of any member of the Crane NXT Group, whether or not such employment or services were performed before or after the Distribution. (c) To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International Group Crane NXT, Co. Employees (or Former Xxxxxxx International Group Crane NXT, Co. Employees) and Xxxxxxx Electronics Group Crane Company Employees (or Former Xxxxxxx Electronics Group Crane Company Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.311.3.

Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, on from and after the Effective Time, Xxxxxxx Electronics shall assumeCRC hereby assumes, and shall be solely liable for, the handling, administration, investigation, and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, and unemployment compensation claims asserted at any time against Xxxxxxx International OPC or any member of the Xxxxxxx International OPC Group by (a) any Xxxxxxx Electronics CRC Group Employee or Former CRC Group Employee (including any dependent or beneficiary of any such Employee), (b) any consultant or independent contractor who provided or provides services primarily for the benefit of the CRC Business or (c) any other person, person to the extent such actions or claims otherwise arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or with respect to the business activities of any member of the Xxxxxxx Electronics CRC Group. Clause (c) of the preceding sentence to the contrary notwithstanding, to the extent that any such legal action is brought by an OPC Group after Employee or Former OPC Group Employee and relates to employment or the Effective Timeprovision of services with respect to both the business activities of a member of the CRC Group and the business activities of a member of the OPC Group (excluding the CRC Group), reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties based upon the relative levels of service provided between the CRC Business and the businesses of the OPC Group other than the CRC Business. To Further notwithstanding the foregoing, to the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International OPC Group Employees (or Former Xxxxxxx International OPC Group Employees) and Xxxxxxx Electronics CRC Group Employees (or Former Xxxxxxx Electronics CRC Group Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.3.

Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, on as of and after the Effective TimeDistribution Date, Xxxxxxx Electronics Discover shall assume, and be solely liable for, the handling, administration, investigation, investigation and defense of actions, including including, without limitation, ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, rights and unemployment compensation claims claims, asserted at any time against Xxxxxxx International Xxxxxx Xxxxxxx, or any member of the Xxxxxxx International Group Discover or their respective Affiliates by any Xxxxxxx Electronics Group Discover Business Employee or Former Discover Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or with respect to the business activities of any member of the Xxxxxxx Electronics Group after the Effective TimeDiscover Business. To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxx Xxxxxxx International Group Business Employees (or Former Xxxxxx Xxxxxxx International Group Employees) and Xxxxxxx Electronics Group Discover Business Employees (or Former Xxxxxxx Electronics Group Discover Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Xxxxxx Xxxxxxx Business Employees (or Former Xxxxxx Xxxxxxx Employees) and Discover Business Employees (or Former Discover Employees) included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.312.03.

Administrative Complaints/Litigation. (a) Except as otherwise provided in this Agreement, on and after the Effective TimeEmployee Transfer Date, Xxxxxxx Electronics SpinCo shall assume, and be solely liable for, the handling, administration, investigation, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, rights and unemployment compensation claims asserted at any time against Xxxxxxx International RemainCo or any member of the Xxxxxxx International RemainCo Group by any Xxxxxxx Electronics Group SpinCo Employee or Former SpinCo Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, consultant or otherwise) to or with respect to the business activities of any member of the Xxxxxxx Electronics Group SpinCo Group, whether or not such employment or services were performed before or after the Effective Time. Distribution. (b) Except as otherwise provided in this Agreement, on and after the Employee Transfer Date, RemainCo shall assume, and be solely liable for, the handling, administration, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims asserted at any time against SpinCo or any member of the SpinCo Group by any RemainCo Employee or Former RemainCo Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant or otherwise) to or with respect to the business activities of any member of the RemainCo Group, whether or not such employment or services were performed before or after the Distribution. (c) To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International Group RemainCo Employees (or Former Xxxxxxx International Group RemainCo Employees) and Xxxxxxx Electronics Group SpinCo Employees (or Former Xxxxxxx Electronics Group SpinCo Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.311.3.

Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, on and after (a) After the Effective Distribution Time, Xxxxxxx Electronics the Generico Parties shall assume, and be jointly and severally liable for, the handling, administration, investigation, defense and settlement or other resolution of actions, including, without limitation, regarding ERISA, occupational safety and health, employment standards, wage and hour claims, withholding matters, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims, asserted at any time against the Alpha Group or the Generico Group by any of the Generico Personnel or any other person (including any Governmental Entity) arising out of or relating to employment of any Generico Personnel (or any person who after the Distribution Time becomes an employee of a member of the Generico Group, solely with respect to his or her employment after the Distribution Time) with the Generico Business or Generico or the compensation and/or employee benefits of the Generico Personnel. Any Liabilities arising from such actions shall be deemed Generico Liabilities under the Separation and Distribution Agreement; provided that, notwithstanding anything herein to the contrary, nothing in this Agreement will be deemed to cause the Generico Parties to assume or become responsible for any Excluded Liabilities (as defined in the Separation and Distribution Agreement) described in Section 3.01(f)(i), (v) or (vii) of the Separation and Distribution Agreement. (b) The Alpha Parties shall retain, or after the Distribution Time shall assume, as applicable, and be jointly and severally liable for, the handling, administration, investigation, and defense and settlement or other resolution of actions, including including, without limitation, regarding ERISA, occupational safety and health, employment standards, wage and hour claims, withholding matters, union grievances, wrongful dismissal, discrimination or human rights, rights and unemployment compensation claims claims, asserted at any time against Xxxxxxx International the Generico Group or the Alpha Group by any of the Alpha Personnel or any other person (including any Governmental Entity) arising out of or relating to employment of any Alpha Personnel (or any person who after the Distribution Time becomes an employee of a member of the Xxxxxxx International Group by any Xxxxxxx Electronics Group Employee (including any dependent or beneficiary of any such Employee) or any other personAlpha Group, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or solely with respect to his or her employment after the business activities of any member Distribution Time) with the Alpha Business or Alpha or the compensation and/or employee benefits of the Xxxxxxx Electronics Group after the Effective TimeAlpha Personnel. To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International Group Employees (or Former Xxxxxxx International Group Employees) and Xxxxxxx Electronics Group Employees (or Former Xxxxxxx Electronics Group Employees) and Any Liabilities arising from such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action actions shall be allocated among deemed Alpha Liabilities under the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification Separation and related litigation cooperation provisions of the Distribution Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.3Agreement.

Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, on and after following the Effective TimeDistribution Date, Xxxxxxx Electronics Constellation shall, or shall cause a member of the Constellation Group to, assume, and be solely liable for, the handling, administration, investigation, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, and unemployment compensation claims Actions asserted at any time against Xxxxxxx International Exelon or Constellation by, on behalf of, or in relation to any member of the Xxxxxxx International Group by any Xxxxxxx Electronics Group Constellation Employee (including any dependent or beneficiary of any such Constellation Employee) or any other personperson providing consulting, independent contractor or similar services in lieu of employment, to the extent such actions or claims Actions arise out of or relate to employment with (or the provision of such services to) the Constellation Business or to any related compensation or benefits provided by or on behalf of the Constellation Business (whether as an employeeincluding but not limited to ERISA benefit claims, contractorclaims asserting violation of occupational safety and health standards, consultantclaims asserting violations of employment standards, union grievances, or otherwise) wrongful dismissal, discrimination or human rights and unemployment compensation claims). Any Losses arising from such Actions shall be deemed Constellation Liabilities under the Separation Agreement. In any class action or other multiparty Action, any included Action asserted by, on behalf of, or in relation to any Exelon Employee or with respect other person providing consulting, independent contractor or similar services in lieu of employment, to the business activities extent such Action arises out of or relates to employment with (or the provision of such services to) the Exelon Business, shall not constitute Constellation Liabilities, nor shall Constellation have responsibility for the handling, administration, investigation and defense of any member such Action by, on behalf of, or in relation to any Exelon Employee or other person providing consulting, independent contractor or similar services in lieu of employment to the Xxxxxxx Electronics Group after Exelon Business. Notwithstanding the Effective Time. To the extent that any legal action relates to a putative or certified class of plaintiffsforegoing, which includes both Xxxxxxx International Group Employees (or Former Xxxxxxx International Group Employees) and Xxxxxxx Electronics Group Employees (or Former Xxxxxxx Electronics Group Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties Actions described in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.38.4 shall not include any Action set forth in Schedule C hereto.

Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, on from and after the Effective Time, Xxxxxxx Electronics CRC shall assume, and be solely liable for, the handling, administration, investigation, and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, and unemployment compensation claims asserted at any time against Xxxxxxx International OPC or any member of the Xxxxxxx International OPC Group by (a) any Xxxxxxx Electronics CRC Group Employee or Former CRC Group Employee (including any dependent or beneficiary of any such Employee), (b) any consultant or independent contractor who provided or provides services primarily for the benefit of the CRC Business or (c) any other person, person to the extent such actions or claims otherwise arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or with respect to the business activities of any member of the Xxxxxxx Electronics CRC Group. Clause (c) of the preceding sentence to the contrary notwithstanding, to the extent that any such legal action is brought by an OPC Group after Employee or Former OPC Group Employee and relates to employment or the Effective Timeprovision of services with respect to both the business activities of a member of the CRC Group and the business activities of a member of the OPC Group (excluding the CRC Group), reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties based upon the relative levels of service provided between the CRC Business and the businesses of the OPC Group other than the CRC Business. To Further notwithstanding the foregoing, to the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International OPC Group Employees (or Former Xxxxxxx International OPC Group Employees) and Xxxxxxx Electronics CRC Group Employees (or Former Xxxxxxx Electronics CRC Group Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.3.

Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, on from and after the Effective Time, Xxxxxxx Electronics VMC shall assume, and be solely liable for, the handling, administration, investigation, and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, and unemployment compensation claims asserted at any time against Xxxxxxx International Huntsman or any member of the Xxxxxxx International Huntsman Group by (a) any Xxxxxxx Electronics VMC Group Employee (including any dependent or beneficiary of any such Employee), (b) any consultant or independent contractor who provided or provides services primarily for the benefit of the VMC Business or (c) any other person, person to the extent such actions or claims otherwise arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or with respect to the business activities of any member of the Xxxxxxx Electronics VMC Group. Clause (c) of the preceding sentence to the contrary notwithstanding, to the extent that any such legal action is brought by a Huntsman Group after Employee or Former Huntsman Group Employee and relates to employment or the Effective Timeprovision of services with respect to both the business activities of a member of the VMC Group and the business activities of a member of the Huntsman Group (excluding the VMC Group), reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties based upon the relative levels of service provided between the VMC Business and the businesses of the Huntsman Group other than the VMC Business. To Further notwithstanding the foregoing, to the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International Huntsman Group Employees (or Former Xxxxxxx International Huntsman Group Employees) and Xxxxxxx Electronics VMC Group Employees (or Former Xxxxxxx Electronics Group Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.3.

Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, on and after the Effective TimeSale Date, Xxxxxxx Electronics MSCI shall assume, and be solely liable for, for the handling, administration, investigation, investigation and defense of actions, including including, without limitation, ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, rights and unemployment compensation claims claims, asserted at any time against Xxxxxxx International Mxxxxx Sxxxxxx, or any member of the Xxxxxxx International Group MSCI or their respective Affiliates by any Xxxxxxx Electronics Group MSCI Business Employee or Former MSCI Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or with respect to the business activities of any member of the Xxxxxxx Electronics Group after the Effective TimeMSCI Business. To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International Group Mxxxxx Sxxxxxx Business Employees (or Former Xxxxxxx International Group Mxxxxx Sxxxxxx Employees) and Xxxxxxx Electronics Group MSCI Business Employees (or Former Xxxxxxx Electronics Group MSCI Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Mxxxxx Sxxxxxx Business Employees (or Former Mxxxxx Sxxxxxx Employees) and MSCI Business Employees (or Former MSCI Employees) included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.3.certified

Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, on and after (a) After the Effective Distribution Time, Xxxxxxx Electronics SpinCo shall assume, and be liable for, the handling, administration, investigation, defense and settlement or other resolution of actions, including, without limitation, regarding ERISA, occupational safety and health, employment standards, wage and hour claims, withholding matters, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims, asserted at any time against SpinCo or the ABI Group by any of the SpinCo Personnel or any other person (including any Governmental Entity) arising out of or relating to employment of any SpinCo Personnel (or any person who after the Distribution Time becomes an employee of a member of the SpinCo Group, solely with respect to his or her employment after the Distribution Time) with the SpinCo Business or the compensation and/or employee benefits of the SpinCo Personnel. Any Liabilities arising from such actions shall be deemed SpinCo Liabilities under the Separation and Distribution Agreement; provided that, notwithstanding anything herein to the contrary, nothing in this Agreement will be deemed to cause SpinCo to assume or become responsible for any Excluded Liabilities (as defined in the Separation and Distribution Agreement) described in Section __ of the Separation and Distribution Agreement. (b) The ABI Parties shall retain, and be jointly and severally liable for, the handling, administration, investigation, and defense and settlement or other resolution of actions, including including, without limitation, regarding ERISA, occupational safety and health, employment standards, wage and hour claims, withholding matters, union grievances, wrongful dismissal, discrimination or human rights, rights and unemployment compensation claims claims, asserted at any time against Xxxxxxx International the SpinCo Group or the ABI Group by any of the ABI Personnel or any other person (including any Governmental Entity) arising out of or relating to employment of any ABI Personnel (or any person who after the Distribution Time becomes an employee of a member of the Xxxxxxx International Group by any Xxxxxxx Electronics Group Employee (including any dependent or beneficiary of any such Employee) or any other personABI Group, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or solely with respect to his or her employment after the business activities of any member Distribution Time) with the ABI Business or ABI or the compensation and/or employee benefits of the Xxxxxxx Electronics Group after the Effective TimeABI Personnel. To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International Group Employees (or Former Xxxxxxx International Group Employees) and Xxxxxxx Electronics Group Employees (or Former Xxxxxxx Electronics Group Employees) and Any Liabilities arising from such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action actions shall be allocated among deemed ABI Liabilities under the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification Separation and related litigation cooperation provisions of the Distribution Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.3Agreement.

Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, on from and after the Effective TimeDate, Xxxxxxx Electronics Venator shall assume, and be solely liable for, the handling, administration, investigation, and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, and unemployment compensation claims asserted at any time against Xxxxxxx International Huntsman or any member of the Xxxxxxx International Huntsman Group by (a) any Xxxxxxx Electronics Venator Group Employee (including any dependent or beneficiary of any such Employee), (b) any consultant or independent contractor who provided or provides services primarily for the benefit of the Venator Business or (c) any other person, person to the extent such actions or claims otherwise arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or with respect to the business activities of any member of the Xxxxxxx Electronics Venator Group. Clause (c) of the preceding sentence to the contrary notwithstanding, to the extent that any such legal action is brought by a Huntsman Group after Employee or Former Huntsman Group Employee and relates to employment or the Effective Timeprovision of services with respect to both the business activities of a member of the Venator Group and the business activities of a member of the Huntsman Group (excluding the Venator Group), reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties based upon the relative levels of service provided between the Venator Business and the businesses of the Huntsman Group other than the Venator Business. To Further notwithstanding the foregoing, to the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International Huntsman Group Employees (or Former Xxxxxxx International Huntsman Group Employees) and Xxxxxxx Electronics Venator Group Employees (or Former Xxxxxxx Electronics Group Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.3.

Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, on and after at the Effective Time, Xxxxxxx Electronics EP Energy shall assume, and be solely liable for, the handling, administration, investigation, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, rights and unemployment compensation claims asserted at any time against Xxxxxxx International El Paso or any member of the Xxxxxxx International Group El Paso Entity by any Xxxxxxx Electronics EP Energy Group Employee or Former EP Energy Group Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, consultant or otherwise) to or with respect to the business activities of any member of the Xxxxxxx Electronics Group EP Energy Entity, whether or not such employment or services were performed before or after the Effective Time. To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Xxxxxxx International El Paso Group Employees (or Former Xxxxxxx International El Paso Group Employees) and Xxxxxxx Electronics EP Energy Group Employees (or Former Xxxxxxx Electronics EP Energy Group Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.312.3.