Common use of Allocation of Proceeding Liabilities Clause in Contracts

Allocation of Proceeding Liabilities. The Parties acknowledge that Liabilities for Proceedings (regardless of the parties to the applicable Proceeding) may be partly Baxter Liabilities and partly Baxalta Liabilities. If the Parties cannot agree on an allocation of any such Liabilities for Proceedings (or such matters or types of matters have not been allocated or addressed either in the definition of Baxalta Liabilities, in Schedule 1.01(k), or otherwise as set forth in this Agreement or any Ancillary Agreement), they shall resolve the matter pursuant to the procedures set forth in Article VII. Neither Party shall, nor shall either Party permit its Subsidiaries to, file Third Party claims or cross-claims against the other Party or its Subsidiaries in a Proceeding in which a Third Party Claim is being resolved.

Allocation of Proceeding Liabilities. The Parties acknowledge that Liabilities for Proceedings Actions (regardless of the parties to the applicable ProceedingAction) may be partly Baxter Parent Liabilities and partly Baxalta SpinCo Liabilities. If the Parties cannot agree on an allocation of any such Liabilities for Proceedings Actions (or such matters or types of matters have not been allocated or addressed either in the definition of Baxalta SpinCo Liabilities, in Schedule 1.01(k2.3(a)(x), or otherwise as set forth in this Agreement or any Ancillary Agreement), they shall resolve the matter pursuant to the procedures set forth in Article VII. Neither Party shall, nor shall either Party permit its Subsidiaries to, file Third Party claims or cross-claims against the other Party or its Subsidiaries in a Proceeding an Action in which a Third Third-Party Claim is being resolved.

Allocation of Proceeding Liabilities. The Parties acknowledge that Liabilities for Proceedings (regardless of the parties to the applicable Proceeding) may be partly Baxter Merck Liabilities and partly Baxalta Organon Liabilities. If the Parties cannot agree on an allocation of any such Liabilities for Proceedings (or such matters or types of matters have not been allocated or addressed either in the definition of Baxalta Organon Liabilities, in Schedule 1.01(k)1.01(m) or Schedule 5.04, or otherwise as set forth in this Agreement or any Ancillary AgreementTransaction Document), they shall resolve the matter pursuant to the procedures set forth in Article VIIVIII. Neither Party shall, nor shall either Party permit its Subsidiaries to, file Third Party claims or cross-claims against the other Party or its Subsidiaries in a Proceeding in which a Third Party Claim is being resolved.