Common use of Agreement for Waiver of Conflict and Shared Defense Clause in Contracts

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both of the parties hereto exist relating to the same occurrence, the parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

Appears in 21 contracts

Samples: Distribution Agreement, Distribution Agreement (Dendrite International Inc), Distribution Agreement (New Ceridian Corp)

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Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto exist relating to the same occurrence, the parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII VI shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 12 contracts

Samples: Agreement and Plan of Distribution (Acuity Brands Inc), Agreement and Plan of Distribution (Zep Inc.), Agreement and Plan of Distribution (Acuity SpinCo, Inc.)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto Parties exist relating to the same occurrence, the parties relevant Party (on behalf of itself and the other members of its respective Group) shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII V shall be construed to limit or otherwise alter in any way the obligations of the parties to this AgreementParties, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 10 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement, Separation and Distribution Agreement (PENTAIR PLC)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both of the parties hereto more than one Party exist relating to the same occurrence, the parties relevant Parties shall jointly defend and waive any conflict of interest to the extent necessary to the conduct of the joint defense. Nothing in this Article VII Section 10.4 shall be construed to limit or otherwise alter in any way the obligations of the parties to this AgreementParties, including those created by this Agreement, by operation of law or otherwise.

Appears in 10 contracts

Samples: Distribution Agreement, Master Separation and Distribution Agreement, Distribution Agreement (Hilton Grand Vacations Inc.)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto Parties exist relating to the same occurrence, the parties relevant Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII XI shall be construed to limit or otherwise alter in any way the obligations of the parties Parties to this Agreement, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 9 contracts

Samples: Separation and Distribution Agreement (Tyco Electronics Ltd.), Separation and Distribution Agreement (Covidien Ltd.), Separation and Distribution Agreement (Tyco Electronics Ltd.)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto Parties exist relating to the same occurrenceoccurrence or related occurrences, the parties Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII IX shall be construed to limit or otherwise alter in any way the obligations of the parties to this AgreementParties, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 8 contracts

Samples: Separation and Distribution Agreement (DOVER Corp), Separation and Distribution Agreement (Apergy Corp), Separation and Distribution Agreement (Apergy Corp)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both of the parties hereto more than one Party exist relating to the same occurrence, the parties relevant Parties shall jointly defend and waive any conflict of interest to the extent necessary to the conduct of the joint defense. Nothing in this Article VII Section 9.4 shall be construed to limit or otherwise alter in any way the obligations of the parties to this AgreementParties, including those created by this Agreement, by operation of law or otherwise.

Appears in 7 contracts

Samples: Separation and Distribution Agreement (Perspecta Inc.), Separation and Distribution Agreement, Separation and Distribution Agreement (Perspecta Inc.)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both of the parties hereto Parties exist relating to the same occurrence, the parties both Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII X shall be construed to limit or otherwise alter in any way the obligations of the parties Parties to this Agreement, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 6 contracts

Samples: Separation and Distribution Agreement (Tyco International LTD), Separation and Distribution Agreement (Pentair Inc), Separation and Distribution Agreement (Tyco Flow Control International Ltd.)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both of the parties hereto Parties exist relating to the same occurrence, the parties both Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII XI shall be construed to limit or otherwise alter in any way the obligations of the parties Parties to this Agreement, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 5 contracts

Samples: Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (Tyco International LTD)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto Parties exist relating to the same occurrence, the parties Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII ARTICLE X shall be construed to limit or otherwise alter in any way the obligations of the parties to this AgreementParties, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Questar Corp), Separation and Distribution Agreement (Duke Energy CORP), Separation and Distribution Agreement (Enexus Energy CORP)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both of the parties hereto more than one Party exist relating to the same occurrence, the parties relevant Parties shall jointly defend and waive any conflict of interest to the extent necessary to the conduct of the joint defense. Nothing in this Article VII Section 9.7 shall be construed to limit or otherwise alter in any way the obligations of the parties to this AgreementParties, including those created by this Agreement, by operation of law or otherwise.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Kimball Electronics, Inc.), Separation and Distribution Agreement (Kimball International Inc), Separation and Distribution Agreement (Kimball Electronics, Inc.)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto Parties exist relating to the same occurrenceevents or related events, to the extent reasonably possible, the parties Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII IX shall be construed to limit or otherwise alter in any way the obligations of the parties to this AgreementParties, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Arcosa, Inc.), Separation and Distribution Agreement (Trinity Industries Inc), Separation and Distribution Agreement (Arcosa, Inc.)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto Parties exist relating to the same occurrenceevents or related events, to the extent reasonably possible, the parties Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII IX shall be construed to limit or otherwise alter in any way the obligations of the parties to this AgreementParties, including those created by this Agreement, by any Ancillary Agreement, by operation of law Law or otherwise.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Crane Co), Separation and Distribution Agreement (Crane NXT, Co.), Separation and Distribution Agreement (Crane Co)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties Parties hereto exist relating to the same occurrence, the parties Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII II shall be construed to limit or otherwise alter in any way the obligations of the parties Parties to this Agreement, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 3 contracts

Samples: Indemnification & Liability (Total System Services Inc), Indemnification and Liability (Total System Services Inc), Indemnification and Insurance Matters Agreement (Synovus Financial Corp)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto Parties exist relating to the same occurrence, the parties Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII ARTICLE VIII shall be construed to limit or otherwise alter in any way the obligations of the parties to this AgreementParties, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Mastech Holdings, Inc.), Separation and Distribution Agreement (Mastech Holdings, Inc.), Separation and Distribution Agreement (Igate Corp)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto exist relating to the same occurrence, the parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII Section 5.06 shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

Appears in 3 contracts

Samples: Distribution Agreement (Primex Technologies Inc), Distribution Agreement (Olin Corp), Distribution Agreement (Primex Technologies Inc)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto exist relating to the same occurrence, the relevant parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

Appears in 3 contracts

Samples: Distribution Agreement (Cognizant Corp), Distribution Agreement (Dun & Bradstreet Corp), Distribution Agreement (Acnielsen Corp)

Agreement for Waiver of Conflict and Shared Defense. In the --------------------------------------------------- event that Insured Claims of both more than one of the parties hereto exist relating to the same occurrence, the applicable parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII Section 8.08 shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 3 contracts

Samples: Distribution Agreement (Varian Inc), Distribution Agreement (Varian Associates Inc /De/), Distribution Agreement (Varian Inc)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto Parties exist relating to the same occurrence, the parties Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII X shall be construed to limit or otherwise alter in any way the obligations of the parties Parties to this Agreement, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Wyndham Destinations, Inc.), Separation and Distribution Agreement (Wyndham Hotels & Resorts, Inc.)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto exist relating to the same occurrence, the relevant parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII Section 7.04 shall be 39 39 construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

Appears in 2 contracts

Samples: Distribution Agreement (Itt Corp /Nv/), Distribution Agreement (Itt Industries Inc)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto exist relating to the same occurrence, the relevant parties shall jointly defend and waive any conflict 48 48 of interest necessary to the conduct of the joint defense. Nothing in this Article VII shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

Appears in 2 contracts

Samples: Distribution Agreement (Acnielsen Corp), Distribution Agreement (Dun & Bradstreet Corp)

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Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto exist relating to the same occurrence, the applicable parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII X shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (American Trading & Production Corp), Reorganization Agreement (American Trading & Production Corp)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both of the parties hereto exist relating to the same occurrence, the parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII VI shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

Appears in 2 contracts

Samples: Distribution Agreement (Ims Health Inc), Distribution Agreement (Gartner Group Inc)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto Parties exist relating to the same occurrence, the parties Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII ARTICLE IX shall be construed to limit or otherwise alter in any way the obligations of the parties to this AgreementParties, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (WABCO Holdings Inc.), Separation and Distribution Agreement (American Standard Companies Inc)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims by members of both of the parties hereto more than one Group exist relating to the same occurrence, the parties relevant Parties shall jointly defend and waive any conflict of interest necessary to the conduct extent permitted by applicable Law and rules of professional responsibility applicable to legal counsel for the joint defense. Nothing in this Article VII Section 10.5 shall be construed to limit or otherwise alter in any way the obligations of the parties Parties to this Agreement, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Guaranty Financial Group Inc.), Separation and Distribution Agreement (Guaranty Financial Group Inc.)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both of the parties hereto exist relating to the same occurrence, the parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII VIII shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

Appears in 2 contracts

Samples: Contribution and Distribution Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Contribution and Distribution Agreement (Quantum Fuel Systems Technologies Worldwide Inc)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both of the parties hereto exist relating to the same occurrence, the parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII IX shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this AgreementAgreement or the Other Agreements, by operation of law or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Distribution (Providian Bancorp Inc)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both of Educational, Destinations and/or the parties hereto Company exist relating to the same occurrence, the parties shall jointly defend and and, to the extent it is reasonable to do so, waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII Section 7.04 shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Distribution (Itt Destinations Inc /Nv)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both more than one of the parties hereto Parties exist relating to the same occurrence, the parties Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII ARTICLE X shall be construed to limit or otherwise alter in any way the obligations of the parties Parties to this Agreement, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Gas SpinCo, Inc.)

Agreement for Waiver of Conflict and Shared Defense. In the event that Shared Policy Insured Claims of both of the parties hereto Parties exist relating to the same occurrence, the parties Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII ARTICLE IX shall be construed to limit or otherwise alter in any way the obligations of the parties Parties to this Agreement, including those created by this Agreement, by operation of law Law or otherwise.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both of the parties hereto exist relating to the same occurrence, the 50 45 parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

Appears in 1 contract

Samples: Distribution Agreement (Dun & Bradstreet Corp/Nw)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of both of Destinations and the parties hereto Company exist relating to the same occurrence, the parties shall jointly defend and and, to the extent it is reasonable to do so, waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII Section 7.04 shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Distribution (Itt Destinations Inc /Nv)

Agreement for Waiver of Conflict and Shared Defense. In the event --------------------------------------------------- that Insured Claims of both of the parties hereto exist relating to the same occurrence, the parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII shall be construed to limit or otherwise alter in any way the obligations of the parties to this AgreementPlan of Reorganization, including those created by this AgreementPlan of Reorganization or the Other Agreements, by operation of law or otherwise.

Appears in 1 contract

Samples: Reorganization and Spin Off Agreement (Strategix Solutions Inc)

Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims insured claims of both of the parties hereto exist relating to the same occurrence, the parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII V shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

Appears in 1 contract

Samples: Distribution Agreement (Cognizant Technology Solutions Corp)

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