Certain Case Allocation Matters Sample Clauses

Certain Case Allocation Matters. The parties agree that if any Action not set forth on Schedules to this Agreement involves separate and distinct claims that, if not joined in a single Action, would constitute separate Exclusive Contingent Liabilities of two or more parties, they will use their reasonable best efforts to segregate such separate and distinct claims so that the Liabilities associated with each such claim (including all costs and expenses) shall be treated as Exclusive Contingent Liabilities of the appropriate party and so that each party shall have the rights and obligations with respect to each such claim (including pursuant to Article V) as would have been applicable had such claims been commenced as separate Actions. Notwithstanding the foregoing provisions, this Section 6.6 shall not apply to any separate and distinct claim that is de minimis or frivolous in nature.
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Certain Case Allocation Matters. The parties agree that if any Action not set forth on Schedule 5.01(d), 5.01(e), 5.01(h), 5.01(i), 5.01(k) or 5.01(l) involves separate and distinct claims that, if not joined in a single Action, would constitute separate Exclusive Contingent Liabilities of two or more parties, they will use their reasonable efforts to segregate such separate and distinct claims so that the Liabilities associated with each such claim (including all costs and expenses) shall be treated as Exclusive Contingent Liabilities of the appropriate party and so that each party shall have the rights and obligations with respect to each such claim (including pursuant to Article V hereof) as would have been applicable had such claims been commenced as separate Actions. Notwithstanding the foregoing provisions, this Section 5.07 shall not apply to any separate and distinct claim that is de minimis or frivolous in nature.
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Certain Case Allocation Matters. 41 Section 5.08 Termination of Certain Article V Provisions.................................42
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Certain Case Allocation Matters. The parties agree that if any Action not listed or described on Schedules 1.1(58), 1.1(60), 1.1(69)(viii), 1.1(112)(vi) or 1.1(146)(iii) involves separate and distinct claims that, if not joined in a single Action, would constitute separate Exclusive Contingent Liabilities of different Parties, they will use their commercially reasonable efforts to segregate such separate and distinct claims so that the Liabilities associated with each such claim (including all costs and expenses (including allocated costs of in-house counsel and other personnel)) shall be treated as Exclusive Contingent Liabilities of the appropriate Party and so that each Party shall have the rights and obligations with respect to each such claim (including pursuant to ARTICLE VI hereof) as would have been applicable had such claims been commenced as separate Actions. Notwithstanding the foregoing provisions, (a) all costs and expenses associated with such claims and incurred prior to the separation of the claims shall, unless otherwise provided in this Agreement, be shared in accordance with their Allocated Percentages, and (b) this Section 6.5 shall not apply to any separate and distinct claim that is de minimis or frivolous in nature.
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Certain Case Allocation Matters. The Parties agree that if any Action not listed or described on Schedules 1.1(72)(vi) or 1.1(102)(vi) involves separate and distinct claims that, if not joined in a single Action, would constitute separate Liabilities of different Parties, they will use their commercially reasonable efforts to segregate such separate and distinct claims so that the Liabilities associated with each such claim (including all costs and expenses incurred after an agreed segregation of the claims) shall be treated as Liabilities of the appropriate Party and so that each Party shall have the rights and obligations with respect to each such claim (including pursuant to this ARTICLE VI as would have been applicable had such claims been commenced as separate Actions). Unless otherwise explicitly provided in this Agreement, (a) all costs and expenses associated with such claims and incurred prior to the agreed segregation of the claims shall be shared in accordance with their Allocated Percentages, and (b) this Section 6.4 shall not apply to any separate and distinct claim that is de minimis or frivolous in nature.
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Certain Case Allocation Matters. Lucent and NCR acknowledge that Third Party Claims may be asserted in respect of alleged repetitive stress injuries in a single Action (including a group of consolidated Actions) that involve both computer keyboards or related equipment manufactured in the conduct of the NCR Business (which would constitute an Exclusive NCR Contingent Liability) and computer keyboards or related equipment manufactured in the conduct of the discontinued computer operations of AT&T and its Affiliates, other than any member of the NCR Group (which would constitute an Exclusive Lucent Contingent Liability). Lucent and NCR agree to use their reasonable best efforts to share responsibility (including for all costs and expenses (including allocated costs of in-house counsel and other personnel)) for any such Third Party Claims or Actions, notwithstanding any allocation of such Actions set forth in 57 Schedules 6.1(e), 6.1(f), 6.1(g) and 6.1(n), so that, to the maximum extent reasonably practicable, the parties will have the same rights and obligations as would have been applicable if such matters had been commenced as separate Actions. Third Party Claims with respect to computer keyboards or related equipment manufactured in the conduct of the NCR Business shall not be deemed to be Related Exclusive Contingent Liabilities with Third Party Claims with respect to any computer keyboards or related equipment manufactured in the conduct of the discontinued computer operations of AT&T and its Affiliates (other than any member of the NCR Group). ARTICLE VII INTERIM
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Certain Case Allocation Matters. 49 -iv- 6
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Certain Case Allocation Matters. The Parties agree that if any Action not set forth on Schedules 1.01(b) through 1.01(g) involves separate and distinct claims that, if not joined in a single Action, would constitute separate Exclusive Contingent Losses of two or more parties, they will use their commercially reasonable efforts to segregate such separate and distinct claims so that the Liabilities associated with each such claim (including all costs and expenses) shall be treated as Exclusive Contingent Losses of the appropriate Party and so that each Party shall have the rights and obligations with respect to each such claim (including pursuant to Article IV) as would have been applicable had such claims been commenced as separate Actions. Notwithstanding the foregoing provisions, this Section 6.06 shall not apply to any separate and distinct claim that is de minimis or frivolous in nature.
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Certain Case Allocation Matters. Lucent and NCR acknowledge that Third Party Claims may be asserted in respect of alleged repetitive stress injuries in a single Action (including a group of consolidated Actions) that involve both computer keyboards or related equipment manufactured in the conduct of the NCR Business (which would constitute an Exclusive NCR Contingent Liability) and computer keyboards or related equipment manufactured in the conduct of the discontinued computer operations of AT&T and its Affiliates, other than any member of the NCR Group (which would constitute an Exclusive Lucent Contingent Liability). Lucent and NCR agree to use their reasonable best efforts to share responsibility (including for all costs and expenses (including allocated costs of in-house counsel and other personnel)) for any such Third Party Claims or Actions, notwithstanding any allocation of such Actions set forth in
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Related to Certain Case Allocation Matters

  • Certain Post Closing Matters (a) Notwithstanding anything to the contrary contained in this Agreement, within the time periods set forth below or such later date to which the Administrative Agent may, in its exclusive discretion, agree in writing, the Loan Parties shall deliver to the Administrative Agent:

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

  • Union Matters An accurate list and description (in all material respects) of union contracts and collective bargaining agreements of Target, if any (Annex QQ).

  • Transition Matters The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.

  • Additional Allocation Provisions Notwithstanding the foregoing provisions of this Article 6:

  • Special Allocations The following special allocations shall be made in the following order:

  • Closing Matters (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Prospect’s transfer agent.

  • Effective Date and Allocations If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.

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