Common use of Allocation of Relative Fault Clause in Contracts

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 7.10: (i) any fault associated with the business conducted with the Controlled Assets or Controlled Liabilities (except for the gross negligence or intentional misconduct of SpinCo or a SpinCo Subsidiary) or with the ownership, operation or activities of the RemainCo Business, in each case, prior to the Effective Time, shall be deemed to be the fault of RemainCo and its Subsidiaries, and no such fault shall be deemed to be the fault of SpinCo or a SpinCo Subsidiary; and (ii) any fault associated with the business conducted with the SpinCo Assets or SpinCo Liabilities (except for the gross negligence or intentional misconduct of Controlled or a Controlled Subsidiary) or with the ownership, operation or activities of the SpinCo Business, in each case, prior to the Effective Time, shall be deemed to be the fault of SpinCo and its Subsidiaries, and no such fault shall be deemed to be the fault of RemainCo or a RemainCo Subsidiary. For purposes of this Section 7.10 or otherwise relating to misstatements or omissions under securities or antifraud Laws, the relative fault of a member of the RemainCo Group, on the one hand, and of a member of the SpinCo Group, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact (i) relates to a member of the SpinCo Group or a member of the SpinCo Group and (ii) relates to information that was supplied by a member of the RemainCo Group or a member of the SpinCo Group.

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 7.105.10: (i) any fault associated with the business conducted with the Controlled SpinCo Assets or Controlled SpinCo Liabilities (except for the gross negligence or intentional misconduct of NOV or a NOV Subsidiary) or with the ownership, operation or activities of the SpinCo Business prior to the Effective Time, shall be deemed to be the fault of SpinCo and the SpinCo Subsidiaries, and no such fault shall be deemed to be the fault of NOV or a NOV Subsidiary; and (ii) any fault associated with the business conducted with the Excluded Assets or Excluded Liabilities (except for the gross negligence or intentional misconduct of SpinCo or a SpinCo Subsidiary) or with the ownership, operation or activities of the RemainCo Business, in each case, NOV Business prior to the Effective Time, shall be deemed to be the fault of RemainCo NOV and its the NOV Subsidiaries, and no such fault shall be deemed to be the fault of SpinCo or a SpinCo Subsidiary; and (ii) any fault associated with the business conducted with the SpinCo Assets or SpinCo Liabilities (except for the gross negligence or intentional misconduct of Controlled or a Controlled Subsidiary) or with the ownership, operation or activities of the SpinCo Business, in each case, prior to the Effective Time, shall be deemed to be the fault of SpinCo and its Subsidiaries, and no such fault shall be deemed to be the fault of RemainCo or a RemainCo Subsidiary. For purposes of this Section 7.10 5.10, with respect to any Liability relating to matters covered by Section 5.2(h) or 5.3(g) or otherwise relating to misstatements or omissions under securities or antifraud Laws, the relative fault of a member of the RemainCo SpinCo Group, on the one hand, and of a member of the SpinCo NOV Group, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact (i) relates to a member of the SpinCo Group or a member of the SpinCo NOV Group and (ii) relates to information that was supplied by a member of the RemainCo SpinCo Group or a member of the SpinCo NOV Group.

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 7.104.08: (i) any fault associated with the business conducted with the Controlled Delayed NP Assets or Controlled Delayed NP Liabilities (except for the gross negligence or intentional misconduct of SpinCo or a SpinCo Subsidiarymember of the Xxxxxxx Group) or with the ownership, operation or activities of the RemainCo Business, in each case, NP Business prior to the Effective Time, Time shall be deemed to be the fault of RemainCo SpinCo and its Subsidiariesthe other members of the SpinCo Group, and no such fault shall be deemed to be the fault of Xxxxxxx or any other member of the Xxxxxxx Group; (ii) any fault associated with the ownership, operation or activities of the Xxxxxxx Business prior to the Effective Time shall be deemed to be the fault of Xxxxxxx and the other members of the Xxxxxxx Group, and no such fault shall be deemed to be the fault of SpinCo or a any other member of the SpinCo SubsidiaryGroup; and (iiiii) any fault associated with the business conducted with the SpinCo Assets or SpinCo Liabilities (except for the gross negligence or intentional misconduct of Controlled or a Controlled Subsidiary) or with the ownership, operation or activities of the SpinCo Business, in each case, NP Business prior to the Effective Time, Time shall be deemed to be the fault of SpinCo and its Subsidiariesthe other members of the SpinCo Group, and no such fault shall be deemed to be the fault of RemainCo Xxxxxxx or a RemainCo Subsidiary. For purposes of this Section 7.10 or otherwise relating to misstatements or omissions under securities or antifraud Laws, the relative fault of a any other member of the RemainCo GroupXxxxxxx Group and (iv) any fault associated with information contained in the Form 10, on the one handInformation Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) any other Disclosure Document, and of a member of any [registration statement related to SpinCo equity plans] or any offering memorandum or other marketing materials prepared in connection with the SpinCo Group, on the other hand, Financing shall be determined by reference to, among other things, whether the untrue or alleged untrue statement deemed to be fault of a material fact or the omission or alleged omission to state a material fact (i) relates to a member of the SpinCo Group if SpinCo or a member of its Group provided the SpinCo Group and (ii) relates to information that was supplied by a member of the RemainCo Group or Xxxxxxx if Xxxxxxx or a member of its Group provided the SpinCo Groupinformation.