Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates two or more Parties (or any member of such Parties’ respective Groups) in any material respect due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the applicable Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all Parties any privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel (at its sole expense) to assist in the defense of such claims.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (DOVER Corp), Separation and Distribution Agreement (Apergy Corp), Separation and Distribution Agreement (Apergy Corp)
Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates two or more Parties (or any member of such Parties’ respective Groups) both Covisint and Compuware in any a material respect fashion due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to set forth in this Agreement or any of the Ancillary Intercompany Agreements, the applicable Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all Parties any the attorney-client privilege, joint defense or other privilege with respect thereto)) so as to minimize such Liabilities and defense costs associated therewith. The Party that is not responsible for managing the defense of any such Third Party Claim Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain engage counsel (at its sole expense) to assist in the defense of such claims.
Appears in 2 contracts
Samples: Master Separation Agreement (Covisint Corp), Master Separation Agreement (Covisint Corp)
Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates two or more both Parties (or any member of such Parties’ respective Groups) in any material respect due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the applicable Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all Parties any privilege Privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel (at its sole expense) to assist in the defense of such claims.such
Appears in 1 contract
Samples: Separation and Distribution Agreement (Ingersoll-Rand PLC)