Common use of Control of Legal Matters Clause in Contracts

Control of Legal Matters. (a) At all times from and after the Distribution Effective Time, Publishing shall assume (or, as applicable, retain) control of each of the Publishing Litigation Matters (including those matters set forth on Schedule 9.1(a)), and Publishing shall use its reasonable best efforts to cause any member of the Distributing Group named as a defendant in any such Publishing Litigation Matter to be removed and dismissed from such Publishing Litigation Matter; provided, that Publishing shall not be required to make any such effort if the removal of any member of the Distributing Group would jeopardize insurance coverage or rights to indemnification from Third Parties applicable to such Publishing Litigation Matter. (b) At all times from and after the Distribution Effective Time, Distributing shall assume (or, as applicable, retain) control of each of the Distributing Litigation Matters (including those matters set forth on Schedule 9.1(b)), and Distributing shall use its reasonable best efforts to cause any member of the Publishing Group named as a defendant in any such Distributing Litigation Matter to be removed and dismissed from such Distributing Litigation Matter; provided, that Distributing shall not be required to make any such effort if the removal of any member of the Publishing Group would jeopardize insurance coverage or rights to indemnification from Third Parties applicable to such Distributing Litigation Matter. (c) To the extent a Party is unable to cause a member of the other Party’s Group to be removed and dismissed pursuant to Section 9.1(a) or (b), the Parties agree to cooperate in defending against such Action and, subject to Section 6.8, to provide each other with access to all Information relating to such Action except to the extent that providing such access and such Information would prejudice an indemnification claim available to such Party or a member of such Party’s Group as contemplated in Article X. (d) At all times from and after the Distribution Effective Time, the Parties shall jointly control any Joint Litigation Matter and shall cooperate in defending against such Action; provided, that no member of either Group may settle a Joint Litigation Matter without the prior written consent of the members of the other Group named or involved in such Joint Litigation Matter, which consent shall not be unreasonably withheld or delayed; and provided, further, that either Party may settle a Joint Litigation Matter if such settlement is for monetary relief only and such Party provides a full release from, or indemnity for, any liability under such Joint Litigation Matter for the other Party and, as applicable, the members of the other Party’s Group and their respective Representatives.

Control of Legal Matters. (a) At all times from and after the Distribution Effective Time, Publishing LE shall assume (or, as applicable, retain) control of each of the Publishing LE Litigation Matters (including those matters set forth on Schedule 9.1(a))Matters, and Publishing LE shall use its reasonable best efforts to cause any member of the Distributing Group SHC Entity named as a defendant in any such Publishing LE Litigation Matter to be removed and dismissed from such Publishing LE Litigation Matter; provided, however, that Publishing LE shall not be required to make any such effort if the removal of any member of the Distributing Group SHC Entity would jeopardize insurance coverage or rights to indemnification from Third Parties applicable to such Publishing LE Litigation Matter. (b) At all times from and after the Distribution Effective Time, Distributing SHC shall assume (or, as applicable, retain) control of each of the Distributing SHC Litigation Matters (including those matters set forth on Schedule 9.1(b))Matters, and Distributing SHC shall use its reasonable best efforts to cause any member of the Publishing Group LE Entity named as a defendant in any such Distributing SHC Litigation Matter Matters to be removed and dismissed from such Distributing SHC Litigation Matter; provided, however, that Distributing SHC shall not be required to make any such effort if the removal of any member of the Publishing Group LE Entity would jeopardize insurance coverage or rights to indemnification from Third Parties or other rights applicable to such Distributing SHC Litigation Matter. (c) To the extent a Party LE or SHC is unable to cause a member of the other Partyparty’s Group to be removed and dismissed pursuant to Section 9.1(a) or (b), the Parties parties hereto agree to cooperate in defending against such Action and, subject to Section 6.85.8, to provide each other with access to all Information relating to such Action except to the extent that providing such access and such Information would prejudice an indemnification claim available to such Party or a member of such Party’s Group party as contemplated in Article X. (d) At all times from and after the Distribution Effective Time, the Parties SHC and LE shall jointly control any Joint Litigation Matter and shall cooperate in defending against such Action; provided, however, that no member of either Group may settle a Joint Litigation Matter without the prior written consent of the members of the other Group named or involved in such Joint Litigation Matter, which consent shall not be unreasonably withheld or delayed; and provided, further, that either Party party may settle a Joint Litigation Matter if such settlement is for monetary relief only only, payable solely by the settling party and such Party provides a full release from, or indemnity for, any liability Liability under such Joint Litigation Matter for the other Party party and, as applicable, the members of the other Partyparty’s Group and their respective Representatives.

Control of Legal Matters. (a) At all times from and after On or prior to the Distribution Effective TimeSeparation Date, Publishing New Viacom shall assume (or, as applicable, retain) control of each of the Publishing New Viacom Litigation Matters (including those matters set forth on Schedule 9.1(a))Matters, and Publishing New Viacom shall use its reasonable best efforts to cause have a member of the New Viacom Group substituted for any member of the Distributing CBS Group named as a defendant in any such Publishing New Viacom Litigation Matter to be removed and dismissed from such Publishing Litigation MatterMatters; provided, however, that Publishing New Viacom shall not be required to make any such effort if the removal of any member of the Distributing CBS Group would jeopardize insurance coverage or rights to indemnification from Third Parties third parties applicable to such Publishing New Viacom Litigation MatterMatters. (b) At all times from and after On or prior to the Distribution Effective TimeSeparation Date, Distributing CBS shall assume (or, as applicable, retain) control of each of the Distributing CBS Litigation Matters (including those matters set forth on Schedule 9.1(b))Matters, and Distributing CBS shall use its reasonable best efforts to cause have a member of the CBS Group substituted for any member of the Publishing New Viacom Group named as a defendant in any such Distributing CBS Litigation Matter to be removed and dismissed from such Distributing Litigation MatterMatters; provided, however, that Distributing CBS shall not be required to make any such effort if the removal of any member of the Publishing New Viacom Group would jeopardize insurance coverage or rights to indemnification from Third Parties third parties applicable to such Distributing CBS Litigation MatterMatters. (c) To Except as provided in paragraphs (a) and (b) of this Section 8.01, after the extent Separation Date, the parties hereto agree that with respect to all demands, claims or Actions commenced against any member of the New Viacom Group, any member of the CBS Group or members of both Groups relating to events that take place before, on or after the Separation Date, such demands, claims or Actions shall be controlled by: (i) New Viacom, if such claim, demand or Action relates solely to the New Viacom Assets, New Viacom Liabilities or New Viacom Business (as the New Viacom Business is conducted after the Separation Date), including, without limitation, claims, demands or Actions brought by or on behalf of any individual described in clause (i) of the definition of “Former New Viacom Employee” (a Party is unable “Future New Viacom Litigation Matter”), and New Viacom shall use its reasonable best efforts to cause have a member of the other Party’s New Viacom Group substituted for any member of the CBS Group which may be named as a defendant in such Future New Viacom Litigation Matter; provided, however, that New Viacom shall not be required to make any such effort if the removal of any member of the CBS Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such Future New Viacom Litigation Matter; (ii) CBS, if such claim, demand or Action relates solely to the CBS Assets, CBS Liabilities or CBS Business (as the CBS Business is conducted after the Separation Date), including, without limitation, claims, demands or Actions brought by or on behalf of any individual described in clause (i) of the definition of “Former CBS Employee” (a “Future CBS Litigation Matter”), and CBS shall use its reasonable best efforts to have a member of the CBS Group substituted for any member of the New Viacom Group which may be removed and dismissed pursuant named as a defendant in such Future CBS Litigation Matter; provided, however, that CBS shall not be required to Section 9.1(amake any such effort if the removal of any member of the New Viacom Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such Future CBS Litigation Matter; and (iii) Except as provided in subparagraphs (i) or (bii) above, or as may be otherwise agreed by CBS and New Viacom, CBS and New Viacom jointly if (A) members of both Groups jointly operate or operated at the relevant time the Business to which such claim, demand or Action relates, (B) a claim, demand or Action arises from or relates to the Registration Statement or any other document filed with any Governmental Authority (including, without limitation, the SEC) at or prior to the Separation Date by New Viacom or Viacom in connection with the Separation or Merger, (C) a claim, demand or Action is brought by or on behalf of the current or former stockholders of Viacom, New Viacom or CBS and relates to any filing by Viacom with the SEC other than those described in clause (B), the Parties agree to cooperate in defending (D) a claim, demand or Action is brought by any person against such Action andViacom, subject to Section 6.8, to provide each other CBS and/or New Viacom with access to all Information relating to such Action except respect to the extent that providing such access and such Information would prejudice an indemnification claim available to such Party Separation, or (E) a member claim, demand or Action is brought by or on behalf of such Party’s Group as contemplated any individual described in Article X. clause (diii) At all times from and after of the Distribution Effective Time, definition of “Former New Viacom Employee” or clause (iii) of the Parties shall jointly control any definition of “Former CBS Employee” (the matters in clauses (A) through (E) being “Future Joint Litigation Matter and shall cooperate in defending against such ActionMatters”); provided, however, that no member of either Group may settle a Future Joint Litigation Matter without the prior written consent of the members of the other Group named or involved in such Future Joint Litigation Matter, which consent shall not be unreasonably withheld or delayed; and provided, further, provided further that either Party party may settle a Future Joint Litigation Matter matter if such settlement is for monetary relief money only and such Party provides a full release from, or indemnity for, from any liability under such Future Joint Litigation Matter for the other Party party and, as applicable, the members of the other party’s Group. (d) To the extent the party named in an Action described in this Section 8.01 (the “Named Party’s ”) is not substituted for as described in paragraph (a), (b), (c)(i) or (c)(ii) by a member of the Group which has assumed control of such Action pursuant to this Section 8.01 (the “Responsible Party”), the parties hereto agree to cooperate in defending against such Action and, subject to Section 3.08, to provide each other with access to all Information relating to such Action except to the extent providing such access and their respective Representativessuch Information would prejudice an indemnification claim available to such parties as contemplated in Section 9.06.

Control of Legal Matters. (a) At all times from and after On or prior to the Distribution Effective TimeDate, Publishing DMRC shall assume (or, as applicable, retain) control of each of the Publishing DMRC Litigation Matters (including those matters set forth on Schedule 9.1(a))Matters, and Publishing shall use its reasonable best efforts and, to cause the extent any member of the Distributing Digimarc Group is a defendant in such DMRC Litigation Matter, DMRC shall use its commercially reasonable efforts to have DMRC or a member of the DMRC Group substituted for such member of the Digimarc Group named as a defendant in any such Publishing Litigation Matter to be removed and dismissed from such Publishing DMRC Litigation Matter; provided, however, that Publishing DMRC shall not be required to make any such effort if the removal of any member of the Distributing Digimarc Group would jeopardize insurance coverage or rights to indemnification from Third Parties third parties applicable to such Publishing DMRC Litigation MatterMatters. (b) At all times from and after On or prior to the Distribution Effective TimeDate, Distributing Digimarc shall assume (or, as applicable, retain) control of each of the Distributing Digimarc Litigation Matters (including those matters set forth on Schedule 9.1(b))Matters, and Distributing shall use its reasonable best efforts and, to cause the extent any member of the Publishing DMRC Group is a defendant in such Digimarc Litigation Matter, Digimarc shall use its commercially reasonable efforts to have Digimarc or a member of the Digimarc Group substituted for such member of the DMRC Group named as a defendant in any such Distributing Litigation Matter to be removed and dismissed from such Distributing Digimarc Litigation Matter; provided, however, that Distributing Digimarc shall not be required to make any such effort if the removal of any member of the Publishing DMRC Group would jeopardize insurance coverage or rights to indemnification from Third Parties third parties applicable to such Distributing Digimarc Litigation MatterMatters. (c) To Except (i) as provided in Sections 10.01(a) and 10.01(b) and (ii) for any claims for which a Notice of Claim has been delivered under Section 5.04(b), after the extent Distribution Date, the Parties agree that with respect to all demands, claims or Actions commenced after the Distribution Date against any one or more of DMRC, Digimarc or any or their Affiliates relating to events that take place before, on or after the Distribution Date, such demands, claims or Actions shall be controlled by: (i) DMRC, if such claim, demand or Action relates (A) solely to the DMRC Assets, the DMRC Liabilities or the Digital Watermarking Business (other than any such claim, demand or Action relating to IDMarc Software or IDMarc Source Code licensed to L-1 Identity Solutions Operating Company and its Affiliates pursuant to the License Agreement), (B) a Party claim, demand or Action arises from or relates to the Form 10, the Schedule 14D-9 or any other document filed with any Governmental Authority (including the SEC) by DMRC or Digimarc in connection with the Restructuring, the Separation or the Distribution or (C) a claim, demand or Action is unable brought by or on behalf of the current or former stockholders of DMRC or Digimarc and relates to cause the Restructuring, the Separation or the Distribution (the matters in clauses (A) through (C) being “Future DMRC Litigation Matters”), and DMRC shall use its commercially reasonable efforts to have a member of the other Party’s DMRC Group substituted for any member of the Digimarc Group that may be named as a defendant in such Future DMRC Litigation Matter; provided, however, that DMRC shall not be required to be removed make any such effort if the removal of any member of the Digimarc Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such Future DMRC Litigation Matter; (ii) Digimarc, if such claim, demand or Action relates solely to Assets retained by Digimarc, the Secure ID Business or IDMarc Software or IDMarc Source Code licensed to L-1 Identity Solutions Operating Company and dismissed its Affiliates pursuant to Section 9.1(athe License Agreement (a “Future ID Litigation Matter”), and Digimarc shall use its commercially reasonable efforts to have a member of the Digimarc Group substituted for any member of the DMRC Group that may be named as a defendant in such Future ID Litigation Matter; provided, however, that Digimarc shall not be required to make any such effort if the removal of any member of the DMRC Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such Future ID Litigation Matter; and (iii) except as provided in subparagraphs (i) or (bii) above, or as may be otherwise agreed by Digimarc and DMRC, Digimarc and DMRC jointly if a claim, demand or Action is brought by any person against DMRC, Digimarc and/or any of their Affiliates with respect to both the DMRC Assets, the DMRC Liabilities or the Digital Watermarking Business, on the one hand, and the Assets retained by Digimarc or the Secure ID Business, on the other hand (a “Future Joint Litigation Matter”); provided, however, that neither Party may settle a Future Joint Litigation Matter without the prior written consent of the other Party or its Affiliates named or involved in such Future Joint Litigation Matter, which consent shall not be unreasonably withheld or delayed; provided, further, that either Party or its Affiliates may settle a Future Joint Litigation matter, at its sole discretion and expense, if such settlement is for money only and provides a full release from any Liability under such Future Joint Litigation Matter for the other Party and, as applicable, the other and its Affiliates. (d) To the extent the party named in an Action described in this Section 10.01 is not substituted for as described in Sections 10.01(a), 10.01(b), 10.01(c)(i) or 10.01(c)(ii) by a member of the Group which has assumed control of such Action pursuant to this Section 10.01, the Parties agree to cooperate in defending against such Action and, subject to Section 6.84.01, to provide each other with access to all Information relating to such Action except to the extent that providing such access and such Information would prejudice an indemnification claim available to such Party or a member of such Party’s Group Parties as contemplated in Article X. (d) At all times from and after the Distribution Effective Time, the Parties shall jointly control any Joint Litigation Matter and shall cooperate in defending against such Action; provided, that no member of either Group may settle a Joint Litigation Matter without the prior written consent of the members of the other Group named or involved in such Joint Litigation Matter, which consent shall not be unreasonably withheld or delayed; and provided, further, that either Party may settle a Joint Litigation Matter if such settlement is for monetary relief only and such Party provides a full release from, or indemnity for, any liability under such Joint Litigation Matter for the other Party and, as applicable, the members of the other Party’s Group and their respective Representatives.V.

Control of Legal Matters. (a) At all times from and after On or prior to the Distribution Effective Time, Publishing shall assume (orDate or Trust Transfer Date, as applicable, retain) DMRC shall assume control of each of the Publishing DMRC Litigation Matters (including those matters set forth on Schedule 9.1(a))Matters, and Publishing shall use its reasonable best efforts and, to cause the extent any member of the Distributing Digimarc Group is a defendant in such DMRC Litigation Matter, DMRC shall use its commercially reasonable efforts to have DMRC or a member of the DMRC Group substituted for such member of the Digimarc Group named as a defendant in any such Publishing Litigation Matter to be removed and dismissed from such Publishing DMRC Litigation Matter; provided, however, that Publishing DMRC shall not be required to make any such effort if the removal of any member of the Distributing Digimarc Group would jeopardize insurance coverage or rights to indemnification from Third Parties third parties applicable to such Publishing DMRC Litigation MatterMatters. (b) At all times from and after On or prior to the Distribution Effective Time, Distributing shall assume (orDate or Trust Transfer Date, as applicable, retain) Digimarc shall assume control of each of the Distributing Digimarc Litigation Matters (including those matters set forth on Schedule 9.1(b))Matters, and Distributing shall use its reasonable best efforts and, to cause the extent any member of the Publishing DMRC Group is a defendant in such Digimarc Litigation Matter, Digimarc shall use its commercially reasonable efforts to have Digimarc or a member of the Digimarc Group substituted for such member of the DMRC Group named as a defendant in any such Distributing Litigation Matter to be removed and dismissed from such Distributing Digimarc Litigation Matter; provided, however, that Distributing Digimarc shall not be required to make any such effort if the removal of any member of the Publishing DMRC Group would jeopardize insurance coverage or rights to indemnification from Third Parties third parties applicable to such Distributing Digimarc Litigation MatterMatters. (c) To Except (i) as provided in Sections 10.01(a) and 10.01(b) and (ii) for any claims for which a Notice of Claim has been delivered under Section 5.04(b), after the extent Distribution Date or Trust Transfer Date, as applicable, the Parties agree that with respect to all demands, claims or Actions commenced after the Distribution Date or Trust Transfer Date, as applicable, against any one or more of DMRC, Digimarc or any or their Affiliates relating to events that take place before, on or after the Distribution Date or Trust Transfer Date, as applicable, such demands, claims or Actions shall be controlled by: (i) DMRC, if such claim, demand or Action relates (A) solely to the DMRC Assets, the DMRC Liabilities or the Digital Watermarking Business (other than any such claim, demand or Action relating to IDMarc Software or IDMarc Source Code licensed to L-1 Identity Solutions Operating Company and its Affiliates pursuant to the License Agreement), (B) a Party claim, demand or Action arises from or relates to the Form 10, the Schedule 14D-9 or any other document filed with any Governmental Authority (including the SEC) by DMRC or Digimarc in connection with the Restructuring, the Separation or the Distribution or Trust Transfer or (C) a claim, demand or Action is unable brought by or on behalf of the current or former stockholders of DMRC or Digimarc and relates to cause the Restructuring, the Separation or the Distribution or Trust Transfer (the matters in clauses (A) through (C) being “Future DMRC Litigation Matters”), and DMRC shall use its commercially reasonable efforts to have a member of the other Party’s DMRC Group substituted for any member of the Digimarc Group that may be named as a defendant in such Future DMRC Litigation Matter; provided, however, that DMRC shall not be required to be removed make any such effort if the removal of any member of the Digimarc Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such Future DMRC Litigation Matter; (ii) Digimarc, if such claim, demand or Action relates solely to Assets retained by Digimarc, the Secure ID Business or IDMarc Software or IDMarc Source Code licensed to L-1 Identity Solutions Operating Company and dismissed its Affiliates pursuant to Section 9.1(athe License Agreement (a “Future ID Litigation Matter”), and Digimarc shall use its commercially reasonable efforts to have a member of the Digimarc Group substituted for any member of the DMRC Group that may be named as a defendant in such Future ID Litigation Matter; provided, however, that Digimarc shall not be required to make any such effort if the removal of any member of the DMRC Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such Future ID Litigation Matter; and (iii) except as provided in subparagraphs (i) or (bii) above, or as may be otherwise agreed by Digimarc and DMRC, Digimarc and DMRC jointly if a claim, demand or Action is brought by any person against DMRC, Digimarc and/or any of their Affiliates with respect to both the DMRC Assets, the DMRC Liabilities or the Digital Watermarking Business, on the one hand, and the Assets retained by Digimarc or the Secure ID Business, on the other hand (a “Future Joint Litigation Matter”); provided, however, that neither Party may settle a Future Joint Litigation Matter without the prior written consent of the other Party or its Affiliates named or involved in such Future Joint Litigation Matter, which consent shall not be unreasonably withheld or delayed; provided, further, that either Party or its Affiliates may settle a Future Joint Litigation matter, at its sole discretion and expense, if such settlement is for money only and provides a full release from any Liability under such Future Joint Litigation Matter for the other Party and, as applicable, the other and its Affiliates. (d) To the extent the party named in an Action described in this Section 10.01 is not substituted for as described in Sections 10.01(a), 10.01(b), 10.01(c)(i) or 10.01(c)(ii) by a member of the Group which has assumed control of such Action pursuant to this Section 10.01, the Parties agree to cooperate in defending against such Action and, subject to Section 6.84.01, to provide each other with access to all Information relating to such Action except to the extent that providing such access and such Information would prejudice an indemnification claim available to such Party or a member of such Party’s Group Parties as contemplated in Article X. (d) At all times from and after the Distribution Effective Time, the Parties shall jointly control any Joint Litigation Matter and shall cooperate in defending against such Action; provided, that no member of either Group may settle a Joint Litigation Matter without the prior written consent of the members of the other Group named or involved in such Joint Litigation Matter, which consent shall not be unreasonably withheld or delayed; and provided, further, that either Party may settle a Joint Litigation Matter if such settlement is for monetary relief only and such Party provides a full release from, or indemnity for, any liability under such Joint Litigation Matter for the other Party and, as applicable, the members of the other Party’s Group and their respective Representatives.V.