Common use of Allocation of Litigation Expenses Clause in Contracts

Allocation of Litigation Expenses. United Online shall initially pay all joint attorneys', accountants', consultants', expert witnesses' and other professionals' fees and expenses and all other out-of-pocket costs incurred on behalf of itself and FTD in the investigation, defense and/or evaluation of each Shared Litigation Matter ("Litigation Expenses"). United Online shall periodically furnish to FTD copies of invoices paid by United Online for Litigation Expenses. Within thirty (30) days of FTD's receipt of such invoices, FTD shall pay United Online an amount equal to one-third of the Litigation Expenses (or such other share of the Litigation Expenses as reasonably determined by United Online), representing FTD's estimated share of the Litigation Expenses. For each Shared Litigation Matter, within sixty (60) days of the final determination of FTD's allocation of liability pursuant to Section 7.4(a)(iii) below, United Online shall provide to FTD a proposed allocation of the Litigation Expenses between United Online and FTD, calculated to be in proportion to United Online's and FTD's respective allocated liability for the settlement or judgment of the Shared Litigation Matter. If FTD does not object to the proposed allocation within sixty (60) days, FTD shall pay to United Online, or United Online shall pay to FTD, the amount necessary to true up the amounts contributed by each company to match the allocation of the Litigation Expenses. If FTD provides United Online with a written notice of objection to United Online's allocation of Litigation Expenses within such sixty (60) day period, United Online and FTD shall endeavor in good faith to negotiate a mutually agreeable allocation of such Litigation Expenses. If FTD and United Online have not reached a mutually agreeable allocation of such Litigation Expenses within ninety (90) days of United Online's receipt of such objection notice, either FTD or United Online may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article X. FTD shall be entitled to observe the litigation with counsel of its own selection at its own cost, and is responsible for the costs of its own in-house counsel and other internal personnel.

Allocation of Litigation Expenses. United Online shall initially pay all joint attorneys'’, accountants'’, consultants'’, expert witnesses' ’ and other professionals' ’ fees and expenses and all other out-of-pocket costs incurred on behalf of itself and FTD in the investigation, defense and/or evaluation of each Shared Litigation Matter ("“Litigation Expenses"”). United Online shall periodically furnish to FTD copies of invoices paid by United Online for Litigation Expenses. Within thirty (30) days of FTD's ’s receipt of such invoices, FTD shall pay United Online an amount equal to one-third of the Litigation Expenses (or such other share of the Litigation Expenses as reasonably determined by United Online), representing FTD's ’s estimated share of the Litigation Expenses. For each Shared Litigation Matter, within sixty (60) days of the final determination of FTD's ’s allocation of liability pursuant to Section 7.4(a)(iii) below, United Online shall provide to FTD a proposed allocation of the Litigation Expenses between United Online and FTD, calculated to be in proportion to United Online's ’s and FTD's ’s respective allocated liability for the settlement or judgment of the Shared Litigation Matter. If FTD does not object to the proposed allocation within sixty (60) days, FTD shall pay to United Online, or United Online shall pay to FTD, the amount necessary to true up the amounts contributed by each company to match the allocation of the Litigation Expenses. If FTD provides United Online with a written notice of objection to United Online's ’s allocation of Litigation Expenses within such sixty (60) day period, United Online and FTD shall endeavor in good faith to negotiate a mutually agreeable allocation of such Litigation Expenses. If FTD and United Online have not reached a mutually agreeable allocation of such Litigation Expenses within ninety (90) days of United Online's ’s receipt of such objection notice, either FTD or United Online may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article X. FTD shall be entitled to observe the litigation with counsel of its own selection at its own cost, and is responsible for the costs of its own in-house counsel and other internal personnel.