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 4.8: (i) any fault associated with (A) the business conducted with the Delayed Assets or Delayed Liabilities of Carrier or Otis (except for the gross negligence or intentional misconduct of (1) a member of the UTC Group or (2) (x) in the case of the business conducted with the Delayed Assets or Delayed Liabilities of Carrier, a member of the Otis Group, or (y) in the case of the business conducted with the Delayed Assets or Delayed Liabilities of Otis, a member of the Carrier Group) or (B) the ownership, operation or activities of the Carrier Business or Xxxx Business prior to the Effective Time shall be deemed to be the fault of Carrier and the other members of the Carrier Group or Otis and the other members of the Otis Group, respectively, and no such fault shall be deemed to be the fault of (1) UTC or any other member of the UTC Group or (2) (x) in the case of the ownership, operation or activities of the Carrier Business, Otis or any other member of the Otis Group or (y) in the case of the ownership, operation or activities of the Xxxx Business, Carrier or any other member of the Carrier Group; and (ii) any fault associated with (A) the business conducted with Delayed Assets or Delayed Liabilities of UTC (except for the gross negligence or intentional misconduct of a member of the Carrier or Otis Group) or (B) the ownership, operation or activities of the UTC Business prior to the Effective Time shall be deemed to be the fault of UTC and the other members of the UTC Group, and no such fault shall be deemed to be the fault of Xxxxxxx, Xxxx or any other member of their respective Groups.

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.84.7: (i) any fault associated with (A) the business conducted with the Delayed Enhabit Assets or Delayed Enhabit Liabilities of Carrier or Otis (except for the gross negligence or intentional misconduct of (1) a member of the UTC Group or (2) (x) in the case of the business conducted with the Delayed Assets or Delayed Liabilities of Carrier, a member of the Otis Group, or (y) in the case of the business conducted with the Delayed Assets or Delayed Liabilities of Otis, a member of the Carrier Encompass Group) or (B) with the ownership, operation or activities of the Carrier Business or Xxxx Enhabit Business prior to the Effective Time shall be deemed to be the fault of Carrier Enhabit and the other members of the Carrier Group or Otis and the other members of the Otis Enhabit Group, respectively, and no such fault shall be deemed to be the fault of (1) UTC Encompass or any other member of the UTC Group or (2) (x) in the case of the ownership, operation or activities of the Carrier Business, Otis or any other member of the Otis Group or (y) in the case of the ownership, operation or activities of the Xxxx Business, Carrier or any other member of the Carrier Encompass Group; and (ii) any fault associated with (A) the business conducted with Delayed Encompass Assets or Delayed Encompass Liabilities of UTC (except for the gross negligence or intentional misconduct of a member of the Carrier or Otis Enhabit Group) shall be deemed to be the fault of Encompass and the other members of the Encompass Group, and no such fault shall be deemed to be the fault of Enhabit or any other member of the Enhabit Group; and (Biii) any fault associated with the ownership, operation or activities of the UTC Encompass Business prior to the Effective Time shall be deemed to be the fault of UTC Encompass and the other members of the UTC Encompass Group, and no such fault shall be deemed to be the fault of Xxxxxxx, Xxxx Enhabit or any other member of their respective Groupsthe Enhabit Group.

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.84.7: (i) any fault associated with (A) the business conducted with the Delayed Assets or Delayed Liabilities of Carrier or Otis (except for fault attributable to the gross negligence or intentional misconduct of (1) a member of the UTC Group or (2) (x) in the case of Xxxxxxx Controls Group, any fault associated with the business conducted with the Delayed Adient Assets or Delayed Adient Liabilities of Carrier, a member of the Otis Group, or (y) in the case of the business conducted with the Delayed Assets or Delayed Liabilities of Otis, a member of the Carrier Group) or (B) the ownership, operation or activities of the Carrier Business or Xxxx Adient Business prior to the Effective Time shall be deemed to be the fault of Carrier Adient and the other members of the Carrier Group or Otis and the other members of the Otis Group, respectively, and no such fault shall be deemed to be the fault of (1) UTC or any other member of the UTC Group or (2) (x) in the case of the ownership, operation or activities of the Carrier Business, Otis or any other member of the Otis Group or (y) in the case of the ownership, operation or activities of the Xxxx Business, Carrier or any other member of the Carrier Group; and (ii) any fault associated with (A) the business conducted with Delayed Assets or Delayed Liabilities of UTC (except for the gross negligence or intentional misconduct of a member of the Carrier or Otis Group) or (B) the ownership, operation or activities of the UTC Business prior to the Effective Time shall be deemed to be the fault of UTC and the other members of the UTC Adient Group, and no such fault shall be deemed to be the fault of Xxxxxxx, Xxxx Xxxxxxx Controls or any other member of their respective Groupsthe Xxxxxxx Controls Group; (ii) except for fault attributable to the gross negligence or intentional misconduct of a member of the Adient Group, any fault associated with the business conducted with Delayed Xxxxxxx Controls Assets or Delayed Xxxxxxx Controls Liabilities shall be deemed to be the fault of Xxxxxxx Controls and the other members of the Xxxxxxx Controls Group, and no such fault shall be deemed to be the fault of Adient or any other member of the Adient Group; (iii) any fault associated with the ownership, operation or activities of the Xxxxxxx Controls Business prior to or after the Effective Time shall be deemed to be the fault of Xxxxxxx Controls and the other members of the Xxxxxxx Controls Group, and no such fault shall be deemed to be the fault of Adient or any other member of the Adient Group; and (iv) any fault associated with the ownership, operation or activities of the Adient Business prior to or after the Effective Time shall be deemed to be the fault of Adient and the other members of the Adient Group, and no such fault shall be deemed to be the fault of Xxxxxxx Controls or any other member of the Xxxxxxx Controls Group.

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.84.7: (i) any fault associated with (A) the business conducted with the Delayed Concentrix Assets or Delayed Concentrix Liabilities of Carrier or Otis (except for the gross negligence or intentional misconduct of (1) a member of the UTC Group SYNNEX Group) shall be deemed to be the fault of Concentrix and the other members of the Concentrix Group, and no such fault shall be deemed to be the fault of SYNNEX or any other member of the SYNNEX Group; (2ii) (x) in the case of any fault associated with the business conducted with the Delayed SYNNEX Assets or Delayed SYNNEX Liabilities (except for the gross negligence or intentional misconduct of Carrier, a member of the Otis Concentrix Group) shall be deemed to be the fault of SYNNEX and the other members of the SYNNEX Group, and no such fault shall be deemed to be the fault of Concentrix or (y) in the case of the business conducted with the Delayed Assets or Delayed Liabilities of Otis, a any other member of the Carrier Concentrix Group; (iii) or (B) any fault associated with the ownership, operation or activities of the Carrier Business or Xxxx SYNNEX Business prior to the Effective Time shall be deemed to be the fault of Carrier SYNNEX and the other members of the Carrier Group or Otis and the other members of the Otis SYNNEX Group, respectively, and no such fault shall be deemed to be the fault of (1) UTC Concentrix or any other member of the UTC Group or Concentrix Group; and (2iv) (x) in the case of any fault associated with the ownership, operation or activities of the Carrier Business, Otis or any other member of the Otis Group or (y) in the case of the ownership, operation or activities of the Xxxx Business, Carrier or any other member of the Carrier Group; and (ii) any fault associated with (A) the business conducted with Delayed Assets or Delayed Liabilities of UTC (except for the gross negligence or intentional misconduct of a member of the Carrier or Otis Group) or (B) the ownership, operation or activities of the UTC Concentrix Business prior to the Effective Time shall be deemed to be the fault of UTC Concentrix and the other members of the UTC Concentrix Group, and no such fault shall be deemed to be the fault of Xxxxxxx, Xxxx SYNNEX or any other member of their respective Groupsthe SYNNEX Group.

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.85.7: (i) any fault associated with (A) the business conducted with the Delayed BellRing Assets or Delayed BellRing Liabilities of Carrier or Otis (except for the gross negligence or intentional misconduct of (1) a member of the UTC Group or (2) (x) in the case of the business conducted with the Delayed Assets or Delayed Liabilities of Carrier, a member of the Otis Group, or (y) in the case of the business conducted with the Delayed Assets or Delayed Liabilities of Otis, a member of the Carrier Post Group) or (B) with the ownership, operation or activities of the Carrier Business or Xxxx BellRing Business prior to the Effective Time shall be deemed to be the fault of Carrier BellRing LLC and the other members of the Carrier Group or Otis and the other members of the Otis BellRing Group, respectively, and no such fault shall be deemed to be the fault of (1) UTC Post or any other member of the UTC Group or (2) (x) in the case of the ownership, operation or activities of the Carrier Business, Otis or any other member of the Otis Group or (y) in the case of the ownership, operation or activities of the Xxxx Business, Carrier or any other member of the Carrier Post Group; and (ii) any fault associated with (A) the business conducted with Delayed Post Assets or Delayed Post Liabilities of UTC (except for the gross negligence or intentional misconduct of BellRing Inc. or a member of the Carrier or Otis BellRing Group) shall be deemed to be the fault of Post and the other members of the Post Group, and no such fault shall be deemed to be the fault of BellRing Inc., BellRing LLC or any other member of the BellRing Group; and (Biii) any fault associated with the ownership, operation or activities of the UTC Post Business prior to the Effective Time shall be deemed to be the fault of UTC Post and the other members of the UTC Post Group, and no such fault shall be deemed to be the fault of XxxxxxxBellRing Inc., Xxxx BellRing LLC or any other member of their respective Groupsthe BellRing Group.