Common use of Allocation of Undetermined Liabilities and Third-Party Claims Clause in Contracts

Allocation of Undetermined Liabilities and Third-Party Claims. (a) If either Party or any of its Subsidiaries shall receive notice or otherwise learn of the assertion of a Liability or Third-Party Claim which is not determined to be a SpinCo Liability or a Controlled Liability, such Party shall give the other Party written notice thereof promptly (and in any event within fifteen (15) days) after such Person becomes aware of such Liability or Third-Party Claim. Thereafter, the Party shall deliver to the other Party, promptly (and in any event within ten (10) days) after the Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Party or the member of such Party’s Group relating to the matter. If a dispute shall arise between the Parties as to the proper characterization of any Liability and such Liability cannot be characterized pursuant to the methodology set forth in Section 2.3, then any Party may refer that Dispute to the Dispute Committee in accordance with Section 6.2. (b) RemainCo may commence defense of any unallocated Third-Party Claims pending decision of the Dispute Committee (or decision regarding an Action, if applicable), but shall not be obligated to do so. If RemainCo commences any such defense and subsequently SpinCo is determined hereunder to have the exclusive obligation to such Third-Party Claim, then, upon the request of SpinCo, RemainCo shall promptly discontinue the defense of such matter and transfer the control thereof to SpinCo. In such event, SpinCo will reimburse RemainCo for all costs and expenses incurred prior to resolution of such dispute in the defense of such Third-Party Claim.

Allocation of Undetermined Liabilities and Third-Party Claims. (a) As of the date of this Agreement, the Parties have not identified any unallocated Liabilities. If a Liability is not explicitly addressed in this Agreement or set forth in the Schedules, the parties shall be presumed to have intended that the Liability be a SpinCo Liability or an NOV Retained Liability. Such presumption may only be overcome by clear and convincing evidence to the contrary. (b) If either Party or any of its Subsidiaries shall receive notice or otherwise learn of the assertion of a Liability or Third-Party Claim which is not determined to be a SpinCo Liability or a Controlled an NOV Retained Liability, such Party shall give the other Party written notice thereof promptly (and in any event within fifteen (15) 15 days) after such Person becomes aware of such Liability or Third-Party Claim. Thereafter, the Party shall deliver to the other Party, promptly (and in any event within ten (10) 10 calendar days) after the Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Party or the member of such Party’s Group relating to the matter. If a dispute shall arise between the Parties as to the proper characterization of any Liability and such Liability cannot be characterized pursuant to the methodology set forth in Section 2.3Liability, then any Party may refer that Dispute to the Dispute Committee in accordance with Section 6.24.2. (bc) RemainCo NOV may commence defense of any unallocated Third-Party Claims pending decision of the Dispute Committee (or decision regarding an Action, if applicable), but shall not be obligated to do so. If RemainCo NOV commences any such defense and subsequently SpinCo is determined hereunder to have the exclusive obligation to such Third-Party Claim, then, upon the request of SpinCo, RemainCo NOV shall promptly discontinue the defense of such matter and transfer the control thereof to SpinCo. In such event, SpinCo will reimburse RemainCo NOV for all costs and expenses incurred prior to resolution of such dispute in the defense of such Third-Party Claim.

Allocation of Undetermined Liabilities and Third-Party Claims. (a) If either Party or any of its Subsidiaries shall receive notice or otherwise learn of the assertion of a Liability liability or Third-Party Claim which is not determined to be a SpinCo NBH Liability or a Controlled Liabilityretained liability of Parent, such Party shall give the other Party written notice thereof promptly (and in any event within fifteen (15) 15 days) after such Person becomes aware of such Liability liability or Third-Party Claim. Thereafter, the Party shall deliver to the other Party, promptly (and in any event within ten (10) 10 calendar days) after the Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Party or the member of such Party’s Group relating to the matter. If a dispute shall arise between the Parties as to the proper characterization of any Liability and such Liability cannot liability, the dispute shall be characterized attempted to be resolved between the Parties pursuant to the methodology set forth in Section 2.3good faith negotiations, and if unable, then any Party may refer that Dispute pursuant to the Dispute Committee binding arbitration in accordance with Section 6.25.2 hereof. (b) RemainCo Parent may commence defense of any unallocated Third-Party Claims pending decision of the Dispute Committee (or decision regarding an Action, if applicable), but shall not be obligated to do so. If RemainCo Parent commences any such defense and subsequently SpinCo NBH is determined hereunder to have the exclusive obligation to such Third-Party Claim, then, upon the request of SpinCoNBH, RemainCo Parent shall promptly discontinue the defense of such matter and transfer the control thereof to SpinCoNBH. In such event, SpinCo NBH will reimburse RemainCo Parent for all costs and expenses incurred prior to resolution of such dispute in the defense of such Third-Party Claim. (c) NBH may commence defense of any unallocated Third-Party Claims but shall not be obligated to do so. If NBH commences any such defense and subsequently Parent is determined hereunder to have the exclusive obligation to such Third-Party Claim, then, upon the request of Parent, NBH shall promptly discontinue the defense of such matter and transfer the control thereof to Parent. In such event, Parent will reimburse NBH for all costs and expenses incurred prior to resolution of such dispute in the defense of such Third-Party Claim.