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 4.7: (i) any fault associated with the business conducted with the Delayed Transferred Assets or Delayed Assumed Liabilities (except for the gross negligence or intentional misconduct of a member of the RemainCo Group) or with the ownership, operation or activities of the Nevada Business prior to the Effective Time shall be deemed to be the fault of SpinCo and the other members of the SpinCo Group, and no such fault shall be deemed to be the fault of the Company or any other member of the RemainCo Group; (ii) any fault associated with the business conducted with Delayed Retained Assets or Delayed Retained Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo Group) shall be deemed to be the fault of the Company and the other members of the RemainCo Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group; and (iii) any fault associated with the ownership, operation or activities of the Mexico Business prior to the Effective Time shall be deemed to be the fault of the Company and the other members of the RemainCo Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group.

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed Transferred WPG Assets or Delayed Assumed WPG Liabilities (except for the gross negligence or intentional misconduct of a member of the RemainCo SPG Group) or with the ownership, operation or activities of the Nevada WPG Business prior to the Effective Time shall be deemed to be the fault of SpinCo WPG and the other members of the SpinCo WPG Group, and no such fault shall be deemed to be the fault of the Company SPG or any other member of the RemainCo SPG Group; (ii) any fault associated with the business conducted with Delayed Retained SPG Assets or Delayed Retained SPG Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo WPG Group) shall be deemed to be the fault of the Company SPG and the other members of the RemainCo SPG Group, and no such fault shall be deemed to be the fault of SpinCo WPG or any other member of the SpinCo WPG Group; and (iii) any fault associated with the ownership, operation or activities of the Mexico SPG Business prior to the Effective Time shall be deemed to be the fault of the Company SPG and the other members of the RemainCo SPG Group, and no such fault shall be deemed to be the fault of SpinCo WPG or any other member of the SpinCo WPG Group.

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed Transferred AFI Assets or Delayed Assumed AFI Liabilities (except for the gross negligence or intentional misconduct of a member of the RemainCo AWI Group) or with the ownership, operation or activities of the Nevada AFI Business prior to the Division Effective Time shall be deemed to be the fault of SpinCo AFI and the other members of the SpinCo AFI Group, and no such fault shall be deemed to be the fault of the Company AWI or any other member of the RemainCo AWI Group; (ii) any fault associated with the business conducted with Delayed Retained AWI Assets or Delayed Retained AWI Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo AFI Group) shall be deemed to be the fault of the Company AWI and the other members of the RemainCo AWI Group, and no such fault shall be deemed to be the fault of SpinCo AFI or any other member of the SpinCo AFI Group; and (iii) any fault associated with the ownership, operation or activities of the Mexico AWI Business prior to the Division Effective Time shall be deemed to be the fault of the Company AWI and the other members of the RemainCo AWI Group, and no such fault shall be deemed to be the fault of SpinCo AFI or any other member of the SpinCo AFI Group.

Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed Transferred C2 Assets or Delayed Assumed C2 Liabilities (except for the gross negligence or intentional misconduct of a member of the RemainCo CIT Group) or with the ownership, operation or activities of the Nevada C2 Business prior to the Effective Time shall be deemed to be the fault of SpinCo C2 and the other members of the SpinCo C2 Group, and no such fault shall be deemed to be the fault of the Company CIT or any other member of the RemainCo CIT Group; (ii) any fault associated with the business conducted with Delayed Retained CIT Assets or Delayed Retained CIT Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo C2 Group) shall be deemed to be the fault of the Company CIT and the other members of the RemainCo CIT Group, and no such fault shall be deemed to be the fault of SpinCo C2 or any other member of the SpinCo C2 Group; and (iii) any fault associated with the ownership, operation or activities of the Mexico CIT Business prior to the Effective Time shall be deemed to be the fault of the Company CIT and the other members of the RemainCo CIT Group, and no such fault shall be deemed to be the fault of SpinCo C2 or any other member of the SpinCo C2 Group.