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 4.07: (i) any fault associated with the business conducted with the Deferred AbbVie Local Businesses, Delayed AbbVie Assets or Delayed AbbVie Liabilities (except for the gross negligence or intentional misconduct of Abbott or an Abbott Subsidiary) or with the ownership, operation or activities of the AbbVie Business prior to the Effective Time shall be deemed to be the fault of AbbVie and the AbbVie Subsidiaries, and no such fault shall be deemed to be the fault of Abbott or an Abbott Subsidiary; (ii) any fault associated with the business conducted with Delayed Abbott Assets or Delayed Abbott Liabilities (except for the gross negligence or intentional misconduct of AbbVie or an AbbVie Subsidiary) shall be deemed to be the fault of Abbott and the Abbott Subsidiaries, and no such fault shall be deemed to be the fault of AbbVie or an AbbVie Subsidiary; and (iii) any fault associated with the ownership, operation or activities of the Abbott Business prior to the Effective Time shall be deemed to be the fault of Abbott and the Abbott Subsidiaries, and no such fault shall be deemed to be the fault of AbbVie or the AbbVie Subsidiaries.

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.075.10: (i) any fault associated with the business conducted with the Deferred AbbVie Local Businesses, Delayed AbbVie SpinCo Assets or Delayed AbbVie SpinCo Liabilities (except for the gross negligence or intentional misconduct of Abbott NOV or an Abbott a NOV Subsidiary) or with the ownership, operation or activities of the AbbVie SpinCo Business prior to the Effective Time Time, shall be deemed to be the fault of AbbVie SpinCo and the AbbVie SpinCo Subsidiaries, and no such fault shall be deemed to be the fault of Abbott NOV or an Abbott a NOV Subsidiary; and (ii) any fault associated with the business conducted with Delayed Abbott the Excluded Assets or Delayed Abbott Excluded Liabilities (except for the gross negligence or intentional misconduct of AbbVie SpinCo or an AbbVie a SpinCo Subsidiary) or with the ownership, operation or activities of the NOV Business prior to the Effective Time, shall be deemed to be the fault of Abbott NOV and the Abbott NOV Subsidiaries, and no such fault shall be deemed to be the fault of AbbVie SpinCo or an AbbVie a SpinCo Subsidiary; . For purposes of this Section 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 SpinCo Group, on the one hand, and of a member of the 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 NOV Group and (iiiii) any fault associated with the ownership, operation or activities relates to information that was supplied by a member of the Abbott Business prior to SpinCo Group or a member of the Effective Time shall be deemed to be the fault of Abbott and the Abbott Subsidiaries, and no such fault shall be deemed to be the fault of AbbVie or the AbbVie SubsidiariesNOV Group.