Common use of Control of Shared Litigation Matters Clause in Contracts

Control of Shared Litigation Matters. United Online shall have the right to control the litigation and settlement of the Shared Litigation Matters; provided, however, that with respect to Shared Litigation Matters other than the Multistate Investigation (as defined in Schedule 7.4 hereto), United Online shall not enter into any settlement thereof without the consent (not to be unreasonably withheld, conditioned or delayed) of FTD if the proposed settlement agreement includes non-monetary requirements or covenants applicable to any FTD Entity that are materially more restrictive than the non-monetary requirements or covenants included in any settlements entered into by any FTD Entity prior to the proposed settlement; provided, further, that in the event the Multistate Investigation is not settled within the six (6) month period (the “Settlement Period”) following the Distribution Date, United Online shall not enter into any settlement of the Multistate Investigation without the consent (not to be unreasonably withheld, conditioned or delayed) of FTD if the proposed settlement agreement includes non-monetary requirements or covenants applicable to any FTD Entity that are materially more restrictive than the non-monetary requirements or covenants that were included in the last draft of the settlement agreement proposed by the Attorneys General during the Settlement Period. FTD agrees that the outside legal counsel currently retained by United Online in the Shared Litigation Matters may continue to represent the interests of both FTD and United Online. FTD shall use commercially reasonable efforts to cooperate with United Online with respect to such Shared Litigation Matters.

Control of Shared Litigation Matters. United Online shall have the right to control the litigation and settlement of the Shared Litigation Matters; provided, however, that with respect to Shared Litigation Matters other than the Multistate Investigation (as defined in Schedule 7.4 hereto), United Online shall not enter into any settlement thereof without the consent (not to be unreasonably withheld, conditioned or delayed) of FTD if the proposed settlement agreement includes non-monetary requirements or covenants applicable to any FTD Entity that are materially more restrictive than the non-monetary requirements or covenants included in any settlements entered into by any FTD Entity prior to the proposed settlement; provided, further, that in the event the Multistate Investigation is not settled within the six (6) month period (the “"Settlement Period”") following the Distribution Date, United Online shall not enter into any settlement of the Multistate Investigation without the consent (not to be unreasonably withheld, conditioned or delayed) of FTD if the proposed settlement agreement includes non-monetary requirements or covenants applicable to any FTD Entity that are materially more restrictive than the non-monetary requirements or covenants that were included in the last draft of the settlement agreement proposed by the Attorneys General during the Settlement Period. FTD agrees that the outside legal counsel currently retained by United Online in the Shared Litigation Matters may continue to represent the interests of both FTD and United Online. FTD shall use commercially reasonable efforts to cooperate with United Online with respect to such Shared Litigation Matters.

Control of Shared Litigation Matters. (A) United Online shall have the right to control the litigation and settlement of the Shared Litigation MattersMatters set forth in Schedule 7.4 hereto; provided, however, that with respect to Shared Litigation Matters set forth in Schedule 7.4 hereto other than the Multistate Investigation (as defined in Schedule 7.4 hereto), . United Online shall not enter into any settlement thereof without the consent (not to be unreasonably withheld, conditioned or delayed) of FTD if the proposed settlement agreement includes non-monetary requirements or covenants applicable to any FTD Entity that are materially more restrictive than the non-monetary requirements or covenants included in any settlements entered into by any FTD Entity prior to the proposed settlement; provided, further, that in the event the Multistate Investigation is not settled within the six (6) month period (the “Settlement Period”) following the Distribution Date, United Online shall not enter into any settlement of the Multistate Investigation without the consent (not to be unreasonably withheld, conditioned or delayed) of FTD if the proposed settlement agreement includes non-monetary requirements or covenants applicable to any FTD Entity that are materially more restrictive than the non-monetary requirements or covenants that were included in the last draft of the settlement agreement proposed by the Attorneys General during the Settlement Period. FTD agrees that the outside legal counsel currently retained by United Online in the Shared Litigation Matters may continue to represent the interests of both FTD and United Online. FTD shall use commercially reasonable efforts to cooperate with United Online with respect to such Shared Litigation Matters.

Control of Shared Litigation Matters. (A) United Online shall have the right to control the litigation and settlement of the Shared Litigation MattersMatters set forth in Schedule 7.4 hereto; provided, however, that with respect to Shared Litigation Matters set forth in Schedule 7.4 hereto other than the Multistate Investigation (as defined in Schedule 7.4 hereto), United Online shall not enter into any settlement thereof without the consent (not to be unreasonably withheld, conditioned or delayed) of FTD if the proposed settlement agreement includes non-monetary requirements or covenants applicable to any FTD Entity that are materially more restrictive than the non-monetary requirements or covenants included in any settlements entered into by any FTD Entity prior to the proposed settlement; provided, further, that in the event the Multistate Investigation is not settled within the six (6) month period (the “Settlement Period”) following the Distribution Date, United Online shall not enter into any settlement of the Multistate Investigation without the consent (not to be unreasonably withheld, conditioned or delayed) of FTD if the proposed settlement agreement includes non-monetary requirements or covenants applicable to any FTD Entity that are materially more restrictive than the non-monetary requirements or covenants that were included in the last draft of the settlement agreement proposed by the Attorneys General during the Settlement Period. FTD agrees that the outside legal counsel currently retained by United Online in the Shared Litigation Matters may continue to represent the interests of both FTD and United Online. FTD shall use commercially reasonable efforts to cooperate with United Online with respect to such Shared Litigation Matters.