Common use of Cooperation in Defense and Settlement Clause in Contracts

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Time or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Air Products, adversely impact the conduct of the Air Products Retained Businesses or result in an adverse change to Air Products at shared locations where Versum and Air Products have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products shall have, at Air Products’ expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum to any third party involved in such Action (including any Governmental Entity), to the extent that Air Products’ participation does not affect any privilege in a material and adverse manner; provided that to the extent that any such action requires the submission by Versum of any content relating to any current or former officer or director of Air Products, such content will only be submitted in a form approved by Air Products in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products shall have a right to consent to any compromise or settlement related thereto. (c) Each of Air Products and Versum agrees that at all times from and after the Separation Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties the OmniAb Group (or APAC and its Subsidiaries, as applicable) and the Ligand Group 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 Parties OmniAb (or APAC, as applicable) and Ligand agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a5.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.45.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum OmniAb relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Distribution Time or and (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could would reasonably be expected to include any condition, limitation or other stipulation that could, in the reasonable judgment of Air Products, adversely impact impacts the conduct of the Air Products Ligand Retained Businesses or result in an adverse change to Air Products at shared locations where Versum and Air Products have operating agreementsBusinesses, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products Ligand shall have, at Air Products’ Ligand’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy on preparation regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum OmniAb to any third party involved in such Action (including any Governmental Entity), to the extent that Air Products’ Ligand’s participation does not affect the defense of any such Action or any privilege in a material and an adverse manner; provided that to the extent that any such action requires the submission by Versum OmniAb of any content relating to any current or former officer or director of Air ProductsLigand, such content will only be submitted in a form approved by Air Products Ligand in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products shall have a right to consent to any compromise or settlement related thereto. (c) Notwithstanding anything to the contrary in this Agreement, with respect to any notices or reports to be submitted to, or reporting, disclosure, filing or other requirements to be made with, any Governmental Entity by OmniAb or its Subsidiaries (“Governmental Filing”) where the Governmental Filing requires disclosure of facts, information or data that relate, in whole or in part, to periods prior to the Distribution Time, Ligand shall have the reasonable opportunity to consult, advise and comment on the preparation and content of any such Governmental Filing in advance of its submission to a Governmental Entity, and OmniAb shall in good faith consider and take into account any comments so provided by Ligand with respect to such Governmental Filing. (d) Each of Air Products Ligand and Versum OmniAb agrees that at all times from and after the Separation Distribution Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts at its own expense to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum Chemours relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Effective Time or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Air ProductsDuPont, adversely impact the conduct of the Air Products DuPont Retained Businesses or result in an adverse change to Air Products DuPont at shared locations where Versum Chemours and Air Products DuPont have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, locations where the resolution of such Action may have a precedential adverse effect on then-then current Air Products DuPont operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products DuPont shall have, at Air Products’ DuPont’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum Chemours to any third party Third Party involved in such Action (including any Governmental Entity), to the extent that Air Products’ DuPont’s participation does not affect any privilege in a material and adverse manner; provided that to the extent that any such action requires the submission by Versum Chemours of any content relating to any current or former officer or director of Air ProductsDuPont, such content will only be submitted in a form approved by Air Products DuPont in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products DuPont shall have a right to consent to any compromise or settlement related thereto. (c) Each of Air Products DuPont and Versum Chemours agrees that at all times from and after the Separation Effective Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a5.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.45.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum Veralto relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar lawsLaws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Effective Time or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Air ProductsXxxxxxx, adversely impact the conduct of the Air Products Xxxxxxx Retained Businesses or result in an adverse change to Air Products at shared locations where Versum and Air Products have operating agreementsBusinesses, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products Xxxxxxx shall have, at Air Products’ Xxxxxxx’x expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum Veralto to any third party involved in such Action (including any Governmental Entity), to the extent that Air Products’ Xxxxxxx’x participation does not affect any privilege Privilege in a material and adverse manner; provided that to the extent that any such action Action requires the submission by Versum Veralto of any content relating to any current or former officer or director of Air ProductsXxxxxxx, such content will only be submitted in a form approved by Air Products Xxxxxxx in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products Xxxxxxx shall have a right to consent to any compromise or settlement related thereto. (c) Each of Air Products and Versum agrees that at all times from and after the Separation Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim in which both the Spinco Group (or RMT Partner and its Subsidiaries, as applicable) and the Remainco Group are named parties or that implicates both Parties the Spinco Group (or RMT Partner and its Subsidiaries, as applicable), on the one hand, and Remainco Group, on the other hand, in any a material respect respect, including due to the allocation reasonably foreseeable impact on the Remainco Business or the Spinco Business of Liabilities, the relief sought or the responsibilities for management of defense and related indemnities pursuant to this Agreement Agreement, Spinco (or any of the Ancillary AgreementsRMT Partner, the Parties as applicable) and Remainco agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, that will preserve for all Parties any Privilege with respect theretoPrivilege). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, shall be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claimsclaims at its own cost and expense. Notwithstanding the foregoing, nothing in this Section 6.5(a5.6(a) shall derogate from any Party’s rights to control the defense of any Action Proceeding in accordance with Section 6.45.4. (b) (i) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Time or (ii) Third Party Claim where the resolution of such Action Third Party Claim by order, judgment, settlement or otherwise, could would reasonably be expected to include any condition, limitation or other stipulation that couldwould, in the reasonable judgment of Air ProductsRemainco, materially and adversely impact the conduct of the Air Products Retained Businesses Remainco Business or result in an a material adverse change to Air Products at shared locations where Versum and Air Products have operating agreementsany member of the Remainco Group, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products Remainco shall have, at Air Products’ Remainco’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such ActionThird Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum any member of the Spinco Group to any third party Third Party involved in such Action Third Party Claim (including any Governmental Entity), to the extent that Air Products’ Remainco’s participation does not affect any privilege Privilege in a material and adverse manner; provided that to the extent that any such action Third Party Claim requires the submission by Versum any member of the Spinco Group of any content Information relating to any current or former officer or director of Air Productsany member of the Remainco Group, such content Information will only be submitted in a form approved consented to by Air Products Remainco in its reasonable discretiondiscretion (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) notwithstanding anything to the contrary in this Agreement, with respect to any Third Party Claim where the resolution of such Third Party Claim by order, judgment, settlement or otherwise, would reasonably be expected to include any condition, limitation or other stipulation that would, in the reasonable judgment of Spinco, materially and adversely impact the conduct of the Spinco Business or result in a material adverse change to any member of the Spinco Group, Spinco shall have, at Spinco’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Third Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by any member of the Remainco Group to any Third Party involved in such Third Party Claim (including any Governmental Entity), to the extent that Spinco’s participation does not affect any Privilege in a material and adverse manner; provided that to the extent that any such Third Party Claim requires the submission by any member of the Remainco Group of any Information relating to any current or former officer or director of any member of the Spinco Group, such Information will only be submitted in a form consented to by Spinco in its reasonable discretion (such consent not to be unreasonably withheld, conditioned or delayed). With regard to the matters specified in the preceding clauses clause (i) and (ii), Air Products Remainco shall have a right to consent to any compromise or settlement related theretothereto by any member of the Spinco Group to the extent that the effect on any member of the Remainco Group would reasonably be expected to result in a material adverse effect on the financial condition or results of operations of Remainco and its Subsidiaries at such time or the Remainco Business conducted thereby at such time, taken as a whole, and such material adverse effect would reasonably be expected to be greater with respect to the Remainco Group, taken as a whole, than the effect on the Spinco Group, taken as a whole and with regard to the matters specified in the preceding clause (ii), Spinco shall have a right to consent to any compromise or settlement related thereto by any member of the Remainco Group to the extent that the effect on any member of the Spinco Group would reasonably be expected to result in a material adverse effect on the financial condition or results of operations of Spinco and its Subsidiaries at such time or the Spinco Business conducted thereby at such time, taken as a whole, and such material adverse effect would reasonably be expected to be greater with respect to the Spinco Group, taken as a whole, than the effect on the Remainco Group, taken as a whole. (c) Each Party agrees on behalf of Air Products itself and Versum agrees its Subsidiaries and the other members of its Group that at all times from and after the Separation TimeSpinco Distribution, if an Action a Proceeding is commenced by a third party Third Party naming two (2) or more Parties both Remainco and Spinco (or any member of such Parties’ respective GroupsGroups or their respective then-Affiliates) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective GroupGroup or their respective then-Affiliates) is a nominal defendant and/or such Action Proceeding is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use use, and shall cause the other members of its respective Group to use, commercially reasonable efforts to cause such nominal defendant to be removed from such ActionProceeding, as soon as reasonably practicable.practicable (including using commercially reasonable efforts to petition the applicable court to remove such Party (or member of its Group or their respective then-Affiliates) as a defendant to the extent such Proceeding relates solely to Assets or Liabilities that another Party (or Group) has been allocated pursuant to this Agreement). In the event of a Proceeding in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, each Party shall, and shall cause the other members of its Group to, use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant, if reasonably practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, management of the Proceeding shall be determined as set forth in this Article V.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a5.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.45.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum Envista relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Effective Time or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Air ProductsXxxxxxx, adversely impact the conduct of the Air Products Xxxxxxx Retained Businesses or result in an adverse change to Air Products at shared locations where Versum and Air Products have operating agreementsBusinesses, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products Xxxxxxx shall have, at Air Products’ Xxxxxxx’x expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum Envista to any third party involved in such Action (including any Governmental Entity), to the extent that Air Products’ Xxxxxxx’x participation does not affect any privilege in a material and adverse manner; provided that to the extent that any such action requires the submission by Versum Envista of any content relating to any current or former officer or director of Air ProductsXxxxxxx, such content will only be submitted in a form approved by Air Products Xxxxxxx in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products Xxxxxxx shall have a right to consent to any compromise or settlement related thereto. (c) Each of Air Products and Versum agrees that at all times from and after the Separation Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim (other than in respect of (x) a Specified DowDuPont Shared Liability or (y) a Shared Historical DuPont Liability that does not implicate any MatCo Indemnitees) that implicates both two or more Parties in any a material respect respect, including due to the allocation of Liabilities, the reasonably foreseeable impact on the Businesses of the relief sought or the responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary AgreementsAgreement, the applicable Parties agree to use commercially reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, that will preserve for all Parties any Privilege with respect theretoPrivilege). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, shall be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a) 8.7 shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.48.5. (b) (i) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Time or (ii) Third Party Claim where the resolution of such Action Third Party Claim by order, judgment, settlement or otherwise, could would reasonably be expected to include any condition, limitation or other stipulation that couldwould, in the reasonable judgment of Air ProductsSpecCo, significantly and adversely impact the conduct of the Air Specialty Products Retained Businesses Business or result in an a significant adverse change to Air Products any member of the SpecCo Group at shared locations where Versum any member of the MatCo Group and Air Products any member of the SpecCo Group or any member of the AgCo Group and any member of the SpecCo Group, as applicable, have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locationsinterdependencies, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products SpecCo shall have, at Air Products’ SpecCo’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such ActionThird Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum any member of the MatCo Group or any member of the AgCo Group to any third party involved in such Action Third Party Claim (including any Governmental Entity), to the extent that Air Products’ SpecCo’s participation does not affect any privilege Privilege in a material and adverse manner; provided that to the extent that any such action Third Party Claim requires the submission by Versum any member of the MatCo Group or any member of the AgCo Group of any content Information relating to any current or former officer or director of Air Productsany member of the SpecCo Group, such content Information will only be submitted in a form approved by Air Products SpecCo in its reasonable discretion. , (ii) notwithstanding anything to the contrary in this Agreement, with respect to any Third Party Claim where the resolution of such Third Party Claim by order, judgment, settlement or otherwise, would reasonably be expected to include any condition, limitation or other stipulation that would, in the reasonable judgment of MatCo, significantly and adversely impact the conduct of the Materials Science Business or result in a significant adverse change to any member of the MatCo Group at shared locations where any member of the MatCo Group and any member of the SpecCo Group or any member of the MatCo Group and any member of the AgCo Group, as applicable, have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies, MatCo shall have, at MatCo’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Third Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by any member of the SpecCo Group or any member of the AgCo Group to any third party involved in such Third Party Claim (including any Governmental Entity), to the extent that MatCo’s participation does not affect any Privilege in a material and adverse manner; provided that to the extent that any such Third Party Claim requires the submission by any member of the SpecCo Group or any member of the AgCo Group of any Information relating to any current or former officer or director of any member of the MatCo Group, such Information will only be submitted in a form approved by MatCo in its reasonable discretion and (iii) notwithstanding anything to the contrary in this Agreement, with respect to any Third Party Claim where the resolution of such Third Party Claim by order, judgment, settlement or otherwise, would reasonably be expected to include any condition, limitation or other stipulation that would, in the reasonable judgment of AgCo, significantly and adversely impact the conduct of the Agriculture Business or result in a significant adverse change to any member of the AgCo Group at shared locations where any member of the AgCo Group and any member of the SpecCo Group or any member of the AgCo Group and any member of the MatCo Group, as applicable, have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies, AgCo shall have, at AgCo’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Third Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by any member of the MatCo Group or any member of the SpecCo Group to any third party involved in such Third Party Claim (including any Governmental Entity), to the extent that AgCo’s participation does not affect any Privilege in a material and adverse manner; provided that to the extent that any such Third Party Claim requires the submission by any member of the MatCo Group or any member of the SpecCo Group of any Information relating to any current or former officer or director of any member of the AgCo Group, such Information will only be submitted in a form approved by AgCo in its reasonable discretion. (I) With regard to the matters specified in the preceding clauses clause (i) and (ii), Air Products SpecCo shall have a right to consent to any compromise or settlement related theretothereto by any member of the AgCo Group or any member of the MatCo Group to the extent that the effect on any member of the SpecCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of SpecCo and its Subsidiaries at such time or the Specialty Products Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the SpecCo Group, taken as a whole, than the effect on either the MatCo Group, taken as a whole, or the AgCo Group, taken as a whole, (II) with regard to the matters specified in the preceding clause (ii), MatCo shall have a right to consent to any compromise or settlement related thereto by any member of the AgCo Group or any member of the SpecCo Group to the extent that the effect on any member of the MatCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of MatCo and its Subsidiaries at such time or the Materials Science Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the MatCo Group, taken as a whole, than the effect on either the AgCo Group, taken as a whole, or the SpecCo Group, taken as a whole, and (III) with regard to the matters specified in the preceding clause (iii), AgCo shall have a right to consent to any compromise or settlement related thereto by any member of the MatCo Group or any member of the SpecCo Group to the extent that the effect on any member of the AgCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of AgCo and its Subsidiaries at such time or the Agriculture Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the AgCo Group, taken as a whole, than the effect on either the MatCo Group, taken as a whole, or the SpecCo Group, taken as a whole. (c) Each of Air Products SpecCo, MatCo and Versum AgCo agrees on behalf of itself and the other members of its Group that at all times from and after the Separation Effective Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective GroupsGroups or their respective then-Affiliates) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective GroupGroup or their respective then-Affiliates) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use use, and shall cause the other members of its respective Group to use, commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicablepracticable (including using commercially reasonable efforts to petition the applicable court to remove such Party (or member of its Group or their respective then-Affiliates) as a defendant to the extent such Action relates solely to Assets or Liabilities that another Party (or Group) has been allocated pursuant to this Agreement). In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, each Party shall, and shall cause the other members of its Group to, endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, management of the Action shall be determined as set forth in this Article VIII.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum Fortive relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Effective Time or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Air ProductsXxxxxxx, adversely impact the conduct of the Air Products Xxxxxxx Retained Businesses or result in an adverse change to Air Products at shared locations where Versum and Air Products have operating agreementsBusinesses, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products Xxxxxxx shall have, at Air Products’ Xxxxxxx’x expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum Fortive to any third party involved in such Action (including any Governmental Entity), to the extent that Air Products’ Xxxxxxx’x participation does not affect any privilege in a material and adverse manner; provided that to the extent that any such action requires the submission by Versum Fortive of any content relating to any current or former officer or director of Air ProductsXxxxxxx, such content will only be submitted in a form approved by Air Products Xxxxxxx in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products Xxxxxxx shall have a right to consent to any compromise or settlement related thereto. (c) Each of Air Products Xxxxxxx and Versum Fortive agrees that at all times from and after the Separation Effective Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim (other than in respect of (x) a Specified DowDuPont Shared Liability or (y) a Shared Historical DuPont Liability that does not implicate any MatCo Indemnitees) that implicates both two or more Parties in any a material respect respect, including due to the allocation of Liabilities, the reasonably foreseeable impact on the Businesses of the relief sought or the responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary AgreementsAgreement, the applicable Parties agree to use commercially reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, that will preserve for all Parties any Privilege with respect theretoPrivilege). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, shall be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a) 8.7 shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.48.5. (b) (i) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Time or (ii) Third Party Claim where the resolution of such Action Third Party Claim by order, judgment, settlement or otherwise, could would reasonably be expected to include any condition, limitation or other stipulation that couldwould, in the reasonable judgment of Air ProductsSpecCo, significantly and adversely impact the conduct of the Air Specialty Products Retained Businesses Business or result in an a significant adverse change to Air Products any member of the SpecCo Group at shared locations where Versum any member of the MatCo Group and Air Products any member of the SpecCo Group or any member of the AgCo Group and any member of the SpecCo Group, as applicable, have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locationsinterdependencies, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products SpecCo shall have, at Air Products’ SpecCo’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such ActionThird Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum any member of the MatCo Group or any member of the AgCo Group to any third party involved in such Action Third Party Claim (including any Governmental Entity), to the extent that Air Products’ participation does not affect any privilege in a material and adverse manner; provided that to the extent that any such action requires the submission by Versum of any content relating to any current or former officer or director of Air Products, such content will only be submitted in a form approved by Air Products in its reasonable discretion. that (I) With regard to the matters specified in the preceding clauses clause (i) and (ii), Air Products SpecCo shall have a right to consent to any compromise or settlement related theretothereto by any member of the AgCo Group or any member of the MatCo Group to the extent that the effect on any member of the SpecCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of SpecCo and its Subsidiaries at such time or the Specialty Products Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the SpecCo Group, taken as a whole, than the effect on either the MatCo Group, taken as a whole, or the AgCo Group, taken as a whole, (II) with regard to the matters specified in the preceding clause (ii), MatCo shall have a right to consent to any compromise or settlement related thereto by any member of the AgCo Group or any member of the SpecCo Group to the extent that the effect on any member of the MatCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of MatCo and its Subsidiaries at such time or the Materials Science Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the MatCo Group, taken as a whole, than the effect on either the AgCo Group, taken as a whole, or the SpecCo Group, taken as a whole, and (III) with regard to the matters specified in the preceding clause (iii), AgCo shall have a right to consent to any compromise or settlement related thereto by any member of the MatCo Group or any member of the SpecCo Group to the extent that the effect on any member of the AgCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of AgCo and its Subsidiaries at such time or the Agriculture Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the AgCo Group, taken as a whole, than the effect on either the MatCo Group, taken as a whole, or the SpecCo Group, taken as a whole. (c) Each of Air Products SpecCo, MatCo and Versum AgCo agrees on behalf of itself and the other members of its Group that at all times from and after the Separation Effective Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective GroupsGroups or their respective then-Affiliates) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective GroupGroup or their respective then-Affiliates) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use use, and shall cause the other members of its respective Group to use, commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicablepracticable (including using commercially reasonable efforts to petition the applicable court to remove such Party (or member of its Group or their respective then-Affiliates) as a defendant to the extent such Action relates solely to Assets or Liabilities that another Party (or Group) has been allocated pursuant to this Agreement). In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, each Party shall, and shall cause the other members of its Group to, endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, management of the Action shall be determined as set forth in this Article VIII.

Cooperation in Defense and Settlement. (a) With respect to any Third Third-Party Claim that implicates both two or more Parties 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 best efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, that will appropriately preserve for all Parties any applicable Privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Third-Party Claim shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a4.5(a) shall derogate from any Party’s rights to control the defense of any Action Legal Proceeding in accordance with Section 6.44.4. (b) Notwithstanding anything to the contrary in this Agreement, or the Ancillary Agreements, from and after the Separation Effective Time, with respect to any Action Legal Proceeding by a Governmental Body or any other Legal Proceeding against, or involving, any Spinco Group member or a notice, report or filing to be submitted to any Governmental Body with regulatory authority over the Remainco Retained Business (i) by a Governmental Entity against Versum relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action Legal Proceeding, notice, report or filing occurred (in whole or in part) prior to the Separation Effective Time or and (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Air Products, would reasonably be expected to adversely impact the conduct Remainco Retained Businesses, Remainco, unless not permitted by law, shall be provided reasonably prompt notice of the Air Products Retained Businesses any disclosure or result in an adverse change to Air Products at shared locations where Versum submission and Air Products have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products shall have, at Air Products’ Remainco’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such ActionLegal Proceeding, notice, report or filing, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum or on behalf of Spinco or RMT Partner to any third party involved in such Action Legal Proceeding, notice, report or filing (including any Governmental Entity)Body) and Spinco shall in good faith take into consideration or incorporate, to as applicable, all such consultations, advice and comments. To the extent that Air Products’ participation does not affect such Legal Proceeding, notice, report or filing involves any privilege Privileged Information or potentially Privileged Information or material in a material and adverse manner; provided that to the extent that any such action requires the submission by Versum of any content relating to any current or former officer or director of Air Productsway, such content Privileged Information or material will only be submitted in a form approved by Air Products in its reasonable discretionaccordance with Section 5.7. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products which may include matters indemnifiable under Section 4.2, Remainco shall have a right to consent to any compromise or settlement related theretothereto to the extent permitted by law. (c) Each Notwithstanding anything to the contrary in this Agreement or the Ancillary Agreements, from and after the Separation Effective Time, with respect to any Legal Proceeding by a Governmental Body or any other Legal Proceeding against, or involving, any Remainco Group member or a notice, report or filing to be submitted to any Governmental Body with regulatory authority over the Spinco Business (i) where the facts and circumstances giving rise to the Legal Proceeding, notice, report or filing occurred (in whole or in part) prior to the Separation Effective Time and (ii) that would reasonably be expected to adversely impact the Spinco Businesses, Spinco, unless not permitted by law, shall be provided reasonably prompt notice of Air Products any disclosure or submission and Versum agrees have, at Spinco’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Legal Proceeding, notice, report or filing, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by or on behalf of Remainco to any third party involved in such Legal Proceeding, notice, report or filing (including any Governmental Body) and Remainco shall in good faith take into consideration or incorporate, as applicable, all such consultations, advice and comments. To the extent that such Legal Proceeding involves any Privileged Information or potentially Privileged Information or material in any way, such Privileged Information or material will only be submitted in accordance with Section 5.7. With regard to the matters specified in the preceding clauses (i) and (ii), which may include matters indemnifiable under Section 4.3, Spinco shall have a right to consent to any compromise or settlement related thereto to the extent permitted by law. (d) The Parties each agree that at all times from and after the Separation Effective Time, if an Action a Legal Proceeding is or has been commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action Legal Proceeding is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable best efforts to cause request such nominal defendant to be removed from such ActionLegal Proceeding, as soon as reasonably practicable, and to cooperate with the Party that has Assumed to such Liability to permit such Party to control the defense or settlement of such matter following the Separation Effective Time. (e) Notwithstanding anything to the contrary, it is understood that this Section 4.5 does not pertain to securityholder litigation relating to the transactions contemplated by the Merger Agreement, this Agreement and the Ancillary Agreements, which is subject to the provisions of the Merger Agreement.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a5.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.45.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum Vontier relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Effective Time or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Air ProductsFortive, adversely impact the conduct of the Air Products Fortive Retained Businesses or result in an adverse change to Air Products at shared locations where Versum and Air Products have operating agreementsBusinesses, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products Fortive shall have, at Air Products’ Fortive’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum Vontier to any third party involved in such Action (including any Governmental Entity), to the extent that Air Products’ Fortive’s participation does not affect any privilege in a material and adverse manner; provided that to the extent that any such action requires the submission by Versum Vontier of any content relating to any current or former officer or director of Air ProductsFortive, such content will only be submitted in a form approved by Air Products Fortive in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products Fortive shall have a right to consent to any compromise or settlement related thereto. (c) Each of Air Products and Versum agrees that at all times from and after the Separation Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties the CXApp Group (or KINS and its Subsidiaries, as applicable) and the Inpixon Group 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 Parties Design Reactor (or Spinco or KINS, as applicable) and Inpixon agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a5.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.45.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum Design Reactor or any member of the CXApp Group relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Distribution Time or and (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could would reasonably be expected to include any condition, limitation or other stipulation that could, in the reasonable judgment of Air Products, adversely impact impacts the conduct of the Air Products Inpixon Retained Businesses or result in an adverse change to Air Products at shared locations where Versum and Air Products have operating agreementsBusinesses, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products Inpixon shall have, at Air Products’ Inpixon’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy on preparation regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum Design Reactor or any member of the CXApp Group to any third party involved in such Action (including any Governmental Entity), to the extent that Air Products’ Inpixon’s participation does not affect the defense of any such Action or any privilege in a material and an adverse manner; provided that to the extent that any such action requires the submission by Versum Design Reactor or any member of the CXApp Group of any content relating to any current or former officer or director of Air ProductsInpixon, such content will only be submitted in a form approved by Air Products Inpixon in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products shall have a right to consent to any compromise or settlement related thereto. (c) Notwithstanding anything to the contrary in this Agreement, with respect to any notices or reports to be submitted to, or reporting, disclosure, filing or other requirements to be made with, any Governmental Entity by Design Reactor or any member of the CXApp Group or its Subsidiaries (“Governmental Filing”) where the Governmental Filing requires disclosure of facts, information or data that relate, in whole or in part, to periods prior to the Distribution Time, Inpixon shall have the reasonable opportunity to consult, advise and comment on the preparation and content of any such Governmental Filing in advance of its submission to a Governmental Entity, and Design Reactor or the applicable member of the CXApp Group shall in good faith consider and take into account any comments so provided by Inpixon with respect to such Governmental Filing. (d) Each of Air Products Inpixon, and Versum each of the CXApp Parties agrees that at all times from and after the Separation Distribution Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts at its own expense to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Cooperation in Defense and Settlement. (a) With respect to any Third Third-Party Claim that implicates both two or more Parties 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, to the extent reasonably practicable, that will appropriately preserve for all Parties any applicable Privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Third-Party Claim shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a4.5(a) shall derogate from any Party’s rights to control the defense of any Action Legal Proceeding in accordance with Section 6.44.4. (b) Notwithstanding anything to the contrary in this Agreement, the Merger Agreement or the Ancillary Agreements, with respect to any Action Legal Proceeding by a Governmental Body or any other Legal Proceeding against, or involving, Newco (i) by a Governmental Entity against Versum relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action Legal Proceeding occurred (in whole or in part) prior to the Separation Effective Time or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Air Products, would reasonably be expected to adversely impact the conduct Everest Retained Businesses, Everest, unless not permitted by law, shall be provided reasonably prompt notice of the Air Products Retained Businesses any disclosure or result in an adverse change to Air Products at shared locations where Versum submission and Air Products have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products shall have, at Air Products’ Everest’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such ActionLegal Proceeding, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum or on behalf of Newco or Athena to any third party involved in such Action Legal Proceeding (including any Governmental EntityBody), to . To the extent that Air Products’ participation does not affect such Legal Proceeding involves any privilege Privileged Information or potentially Privileged Information or material in a material and adverse manner; provided that to the extent that any such action requires the submission by Versum of any content relating to any current or former officer or director of Air Productsway, such content Information or material will only be submitted in a form approved by Air Products in its reasonable discretionaccordance with Section 5.7. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products which may include matters indemnifiable under Section 4.2, Everest shall have a right to consent to any compromise or settlement related theretothereto to the extent permitted by law. (c) Each Notwithstanding anything to the contrary in this Agreement, the Merger Agreement or the Ancillary Agreements, with respect to any Legal Proceeding by a Governmental Body or any other Legal Proceeding against, or involving, Everest (i) where the facts and circumstances giving rise to the Legal Proceeding occurred (in whole or in part) prior to the Separation Effective Time or (ii) that would reasonably be expected to adversely impact the Newco Businesses, Newco, unless not permitted by law, shall be provided reasonably prompt notice of Air Products any disclosure or submission and Versum agrees have, at Newco’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Legal Proceeding, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by or on behalf of Everest to any third party involved in such Legal Proceeding (including any Governmental Body). To the extent that such Legal Proceeding involves any Privileged Information or potentially Privileged Information or material in any way, such Information or material will only be submitted in accordance with Section 5.7. With regard to the matters specified in the preceding clauses (i) and (ii), which may include matters indemnifiable under Section 4.2, Newco shall have a right to consent to any compromise or settlement related thereto to the extent permitted by law. (d) Notwithstanding anything to the contrary in this Agreement, the Merger Agreement or the Ancillary Agreements, with respect to any notices or reports to be submitted to, or reporting, disclosure, filing or other requirements to be made with, any Governmental Body by Newco or its Subsidiaries (or Athena or its Subsidiaries with respect to the Newco Business) (“Governmental Filing”) where the Governmental Filing requires disclosure of facts, information or data that relate, in whole or in part, to periods prior to the Separation Effective Time, except to the extent prohibited by any applicable Legal Requirement, Everest shall have the reasonable opportunity to comment on the preparation and content of any such Governmental Filing (solely with respect to those aspects that relate to the Newco Business). To the extent the Governmental Filing would involve disclosing Privileged Information that Everest provided to Newco, it will only be submitted as approved by Everest in its reasonable discretion and in accordance with Section 5.7. (e) The Parties each agree that at all times from and after the Separation Effective Time, if an Action a Legal Proceeding is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action Legal Proceeding is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts to cause such nominal defendant to be removed from such ActionLegal Proceeding, as soon as reasonably practicable.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim (other than in respect of (x) a Specified DowDuPont Shared Liability or (y) a Shared Historical DuPont Liability that does not implicate any MatCo Indemnitees) that implicates both two or more Parties in any a material respect respect, including due to the allocation of Liabilities, the reasonably foreseeable impact on the Businesses of the relief sought or the responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary AgreementsAgreement, the applicable Parties agree to use commercially reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, that will preserve for all Parties any Privilege with respect theretoPrivilege). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, shall be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a) 8.7 shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.48.5. (b) (i) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Time or (ii) Third Party Claim where the resolution of such Action Third Party Claim by order, judgment, settlement or otherwise, could would reasonably be expected to include any condition, limitation or other stipulation that couldwould, in the reasonable judgment of Air ProductsSpecCo, significantly and adversely impact the conduct of the Air Specialty Products Retained Businesses Business or result in an a significant adverse change to Air Products any member of the SpecCo Group at shared locations where Versum any member of the MatCo Group and Air Products any member of the SpecCo Group or any member of the AgCo Group and any member of the SpecCo Group, as applicable, have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locationsinterdependencies, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products SpecCo shall have, at Air Products’ SpecCo’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such ActionThird Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum any member of the MatCo Group or any member of the AgCo Group to any third party involved in such Action Third Party Claim (including any Governmental Entity), to the extent that Air Products’ SpecCo’s participation does not affect any privilege in a material and adverse manner; provided that to the extent that any such action requires the submission by Versum of any content relating to any current or former officer or director of Air Products, such content will only be submitted in a form approved by Air Products in its reasonable discretion. does (I) With regard to the matters specified in the preceding clauses clause (i) and (ii), Air Products SpecCo shall have a right to consent to any compromise or settlement related theretothereto by any member of the AgCo Group or any member of the MatCo Group to the extent that the effect on any member of the SpecCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of SpecCo and its Subsidiaries at such time or the Specialty Products Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the SpecCo Group, taken as a whole, than the effect on either the MatCo Group, taken as a whole, or the AgCo Group, taken as a whole, (II) with regard to the matters specified in the preceding clause (ii), MatCo shall have a right to consent to any compromise or settlement related thereto by any member of the AgCo Group or any member of the SpecCo Group to the extent that the effect on any member of the MatCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of MatCo and its Subsidiaries at such time or the Materials Science Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the MatCo Group, taken as a whole, than the effect on either the AgCo Group, taken as a whole, or the SpecCo Group, taken as a whole, and (III) with regard to the matters specified in the preceding clause (iii), AgCo shall have a right to consent to any compromise or settlement related thereto by any member of the MatCo Group or any member of the SpecCo Group to the extent that the effect on any member of the AgCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of AgCo and its Subsidiaries at such time or the Agriculture Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the AgCo Group, taken as a whole, than the effect on either the MatCo Group, taken as a whole, or the SpecCo Group, taken as a whole. (c) Each of Air Products SpecCo, MatCo and Versum AgCo agrees on behalf of itself and the other members of its Group that at all times from and after the Separation Effective Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective GroupsGroups or their respective then-Affiliates) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective GroupGroup or their respective then-Affiliates) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use use, and shall cause the other members of its respective Group to use, commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicablepracticable (including using commercially reasonable efforts to petition the applicable court to remove such Party (or member of its Group or their respective then-Affiliates) as a defendant to the extent such Action relates solely to Assets or Liabilities that another Party (or Group) has been allocated pursuant to this Agreement). In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, each Party shall, and shall cause the other members of its Group to, endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, management of the Action shall be determined as set forth in this Article VIII.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim (other than in respect of a Specified Shared Liability) that implicates both Parties in any a material respect respect, including due to the allocation of Liabilities, the reasonably foreseeable impact on the Businesses of the relief sought or the responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary AgreementsAgreement, the Parties agree to use commercially reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, that will preserve for all Parties any Privilege with respect theretoPrivilege). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, shall be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a) 7.6 shall derogate from any either Party’s rights to control the defense of any Action in accordance with Section 6.47.4. (b) (i) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Time or (ii) Third Party Claim where the resolution of such Action Third Party Claim by order, judgment, settlement or otherwise, could would reasonably be expected to include any condition, limitation or other stipulation that couldwould, in the reasonable judgment of Air ProductsIP RemainCo, significantly and adversely impact the conduct of the Air Products Retained Businesses IP Business or result in an a significant adverse change to Air Products any member of the IP RemainCo Group at shared locations where Versum any member of the Product SpinCo Group and Air Products any member of the IP RemainCo Group have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locationsinterdependencies, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products IP RemainCo shall have, at Air Products’ IP RemainCo’s expense, the reasonable opportunity to consult, advise and comment in on all preparation, planning and strategy regarding any such ActionThird Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum any member of the Product SpinCo Group to any third party involved in such Action Third Party Claim (including any Governmental Entity), to the extent that Air Products’ IP RemainCo’s participation does not affect any privilege Privilege in a material and adverse manner; provided that that, to the extent that any such action Third Party Claim requires the submission by Versum any member of the Product SpinCo Group of any content Information relating to any current or former officer or director of Air Productsany member of the IP RemainCo Group, such content Information will only be submitted in a form approved by Air Products IP RemainCo in its reasonable discretion. , and (ii) notwithstanding anything to the contrary in this Agreement, with respect to any Third Party Claim where the resolution of such Third Party Claim by order, judgment, settlement or otherwise, would reasonably be expected to include any condition, limitation or other stipulation that would, in the reasonable judgment of Product SpinCo, significantly and adversely impact the conduct of the Product Business or result in a significant adverse change to any member of the Product SpinCo Group at shared locations where any member of the Product SpinCo Group and any member of the IP RemainCo Group have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies, Product SpinCo shall have, at Product SpinCo’s expense, the reasonable opportunity to consult, advise and comment on all preparation, planning and strategy regarding any such Third Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by any member of the IP RemainCo Group to any third party involved in such Third Party Claim (including any Governmental Entity), to the extent that Product SpinCo’s participation does not affect any Privilege in a material and adverse manner; provided that, to the extent that any such Third Party Claim requires the submission by any member of the IP RemainCo Group of any Information relating to any current or former officer or director of any member of the Product SpinCo Group, such Information will only be submitted in a form approved by Product SpinCo in its reasonable discretion. (I) With regard to the matters specified in the preceding clauses clause (i) and (ii), Air Products IP RemainCo shall have a right to consent to any compromise or settlement related theretothereto by any member of the Product SpinCo Group to the extent that the effect on any member of the IP RemainCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of IP RemainCo and its Subsidiaries at such time or the IP Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the IP RemainCo Group, taken as a whole, than the effect on the Product SpinCo Group, taken as a whole, and (II) with regard to the matters specified in the preceding clause (ii), Product SpinCo shall have a right to consent to any compromise or settlement related thereto by any member of the IP RemainCo Group to the extent that the effect on any member of the Product SpinCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of Product SpinCo and its Subsidiaries at such time or the Product Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the Product SpinCo Group, taken as a whole, than the effect on the IP RemainCo Group, taken as a whole. (c) Each of Air Products IP RemainCo and Versum Product SpinCo agrees on behalf of itself and the other members of its Group that at all times from and after the Separation Effective Time, if an Action is commenced by a third party naming two (2) or more both Parties (or any member of such Parties’ respective GroupsGroups or their respective then-Affiliates) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective GroupGroup or their respective then-Affiliates) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use use, and shall cause the other members of its respective Group to use, commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicablepracticable (including using commercially reasonable efforts to petition the applicable court to remove such Party (or member of its Group or their respective then-Affiliates) as a defendant to the extent such Action relates solely to Assets or Liabilities that the other Party (or Group) has been allocated pursuant to this Agreement). In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, each Party shall, and shall cause the other members of its Group to, endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, management of the Action shall be determined as set forth in this Article VII.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum a Party relating to matters involving anti-anti- bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Time Disposition Date or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Air Productsa Party, adversely impact the conduct of the Air Products Retained Businesses or result in an adverse change to Air Products at shared locations where Versum and Air Products have operating agreementssuch Party’s Businesses, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products Party shall have, at Air Products’ such Party’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum the other Party to any third party Third Party involved in such Action (including any Governmental Entity), to the extent that Air Products’ the Party’s participation does not affect any privilege in a material and adverse manner; provided that to the extent that any such action requires the submission by Versum the other Party of any content relating to any current or former officer or director of Air Productssuch Party, such content will only be submitted in a form approved by Air Products such Party in its reasonable discretion. discretion (such consent not to be unreasonably withheld, conditioned or delayed). (I) With regard to the matters specified in the preceding clauses (i) and (ii), Air Products JS Global shall have a right to consent to any compromise or settlement related theretothereto by any member of the SharkNinja Group to the extent that the effect on any member of the JS Global Group would reasonably be expected to result in a material adverse effect on the financial condition or results of operations of JS Global and its Subsidiaries at such time or the JS Global Business conducted thereby at such time, taken as a whole, and such material adverse effect would reasonably be expected to be greater with respect to the JS Global Group, taken as a whole, than the effect on the SharkNinja Group, taken as a whole and (II) with regard to the matters specified in the preceding clauses (i) and (ii), SharkNinja TopCo shall have a right to consent to any compromise or settlement related thereto by any member of the JS Global Group to the extent that the effect on any member of the JS Global Group would reasonably be expected to result in a material adverse effect on the financial condition or results of operations of the SharkNinja Group, at such time or the SharkNinja Business conducted thereby at such time, taken as a whole, and such material adverse effect would reasonably be expected to be greater with respect to the SharkNinja Group, taken as a whole, than the effect on the JS Global Group, taken as a whole. (c) Notwithstanding anything to the contrary in this Agreement, with respect to any notices or reports to be submitted to, or reporting, disclosure, filing or other requirements to be made with, any Governmental Entity by either Party or a member of its Group (“Governmental Filing”) where the Governmental Filing requires disclosure of facts, information or data that relate, in whole or in part, to periods prior to the Disposition Date, the other Party shall have, at its own cost and expense, the reasonable opportunity to consult, advise and comment on the preparation and content of any such Governmental Filing in advance of its submission to a Governmental Entity, and such Party shall in good faith consider and take into account any comments so provided by the other Party with respect to such Governmental Filing. (d) Each of Air Products JS Global and Versum SharkNinja TopCo agrees that at all times from and after the Separation TimeDisposition Date, if an Action is commenced by a third party Third Party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.under

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties the SpinCo Group and the Company Group 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, SpinCo and the Parties Company agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a5.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.45.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum SpinCo relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Time or Distribution Time, and (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could would reasonably be expected to include any condition, limitation or other stipulation that could, in the reasonable judgment of Air Products, adversely impact impacts the conduct of the Air Products Company Retained Businesses or result in an adverse change to Air Products at shared locations where Versum and Air Products have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locationsBusinesses, the resolution of such Action may Company shall have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations (to a Governmental Entity, Air Products shall havethe extent legally permissible), at Air Products’ the Company’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy on preparation regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum SpinCo to any third party Third Party involved in such Action (including any Governmental Entity), to the extent that Air Products’ the Company’s participation does not affect the defense of any such Action or any privilege in a material and an adverse manner; provided that to the extent that any such action requires the submission by Versum SpinCo of any content relating to any current or former officer or director of Air Productsthe Company, such content will only be submitted in a form approved by Air Products the Company in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products shall have a right to consent to any compromise or settlement related thereto. (c) Notwithstanding anything to the contrary in this Agreement, with respect to any notices or reports to be submitted to, or reporting, disclosure, filing or other requirements to be made with, any Governmental Entity by SpinCo or its Subsidiaries (“Governmental Filing”) where the Governmental Filing requires disclosure of facts, information or data that relate, in whole or in part, to periods prior to the Distribution Time, the Company shall have (to the extent legally permissible) the reasonable opportunity to consult, advise and comment on the preparation and content of any such Governmental Filing in advance of its submission to a Governmental Entity, and SpinCo shall in good faith consider and take into account any comments so provided by the Company with respect to such Governmental Filing. (d) Each of Air Products the Company and Versum SpinCo agrees that at all times from and after the Separation Distribution Time, if an Action is commenced by a third party Third Party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts at its own expense to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a5.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.45.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum Vontier relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Effective Time or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Air ProductsFortive, adversely impact the conduct of the Air Products Fortive Retained Businesses or result in an adverse change to Air Products at shared locations where Versum and Air Products have operating agreementsBusinesses, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products Fortive shall have, at Air Products’ Fortive’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum Vontier to any third party involved in such Action (including any Governmental Entity), to the extent that Air Products’ Fortive’s participation does not affect any privilege in a material and adverse manner; provided that to the extent that any such action requires the submission by Versum Vontier of any content relating to any current or former officer or director of Air ProductsFortive, such content will only be submitted in a form approved by Air Products Fortive in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products Fortive shall have a right to consent to any compromise or settlement related thereto. (c) Notwithstanding anything to the contrary in this Agreement, with respect to any notices or reports to be submitted to, or reporting, disclosure, filing or other requirements to be made with, any Governmental Entity by Vontier or its Subsidiaries (“Governmental Filing”) where the Governmental Filing requires disclosure of facts, information or data that relate, in whole or in part, to periods prior to the Effective Time, Fortive shall have the reasonable opportunity to consult, advise and comment on the preparation and content of any such Governmental Filing in advance of its submission to a Governmental Entity, and Vontier shall in good faith consider and take into account any comments so provided by Fortive with respect to such Governmental Filing. (d) Each of Air Products Fortive and Versum Vontier agrees that at all times from and after the Separation Effective Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts at its own expense to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim in which both the Spinco Group (or RMT Partner and its Subsidiaries, as applicable) and the Remainco Group are named parties or that implicates both Parties the Spinco Group (or RMT Partner and its Subsidiaries, as applicable), on the one hand, and Remainco Group, on the other hand, in any a material respect respect, including due to the allocation of Liabilities, the reasonably foreseeable impact on the Businesses of the relief sought or the responsibilities for management of defense and related indemnities pursuant to this Agreement Agreement, Spinco (or any of the Ancillary AgreementsRMT Partner, the Parties as applicable) and Remainco agree to use commercially reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, that will preserve for all Parties any Privilege with respect theretoPrivilege). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, shall be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a7.6(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.47.4. (b) (i) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Time or (ii) Third Party Claim where the resolution of such Action Third Party Claim by order, judgment, settlement or otherwise, could would reasonably be expected to include any condition, limitation or other stipulation that couldwould, in the reasonable judgment of Air ProductsRemainco, materially and adversely impact the conduct of the Air Products Retained Businesses Remainco Business or result in an a material adverse change to Air Products any member of the Remainco Group at shared locations where Versum any member of the Spinco Group and Air Products any member of the Remainco Group have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locationsinterdependencies, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products Remainco shall have, at Air Products’ Remainco’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such ActionThird Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum any member of the Spinco Group to any third party Third Party involved in such Action Third Party Claim (including any Governmental Entity), to the extent that Air Products’ Remainco’s participation does not affect any privilege Privilege in a material and adverse manner; provided that to the extent that any such action Third Party Claim requires the submission by Versum any member of the Spinco Group of any content Information relating to any current or former officer or director of Air Productsany member of the Remainco Group, such content Information will only be submitted in a form approved consented to by Air Products Remainco in its reasonable discretion. discretion (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) notwithstanding anything to the contrary in this Agreement, with respect to any Third Party Claim where the resolution of such Third Party Claim by order, judgment, settlement or otherwise, would reasonably be expected to include any condition, limitation or other stipulation that would, in the reasonable judgment of Spinco, materially and adversely impact the conduct of the Spinco Business or result in a material adverse change to any member of the Spinco Group at shared locations where any member of the Spinco Group and any member of the Remainco Group have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies, Spinco shall have, at Spinco’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Third Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by any member of the Remainco Group to any Third Party involved in such Third Party Claim (including any Governmental Entity), to the extent that Spinco’s participation does not affect any Privilege in a material and adverse manner; provided that to the extent that any such Third Party Claim requires the submission by any member of the Remainco Group of any Information relating to any current or former officer or director of any member of the Spinco Group, such Information will only be submitted in a form consented to by Spinco in its reasonable discretion (such consent not to be unreasonably withheld, conditioned or delayed). (I) With regard to the matters specified in the preceding clauses clause (i) and (ii), Air Products Remainco shall have a right to consent to any compromise or settlement related theretothereto by any member of the Spinco Group to the extent that the effect on any member of the Remainco Group would reasonably be expected to result in a material adverse effect on the financial condition or results of operations of Remainco and its Subsidiaries at such time or the Remainco Business conducted thereby at such time, taken as a whole, and such material adverse effect would reasonably be expected to be greater with respect to the Remainco Group, taken as a whole, than the effect on the Spinco Group, taken as a whole and (II) with regard to the matters specified in the preceding clause (ii), Spinco shall have a right to consent to any compromise or settlement related thereto by any member of the Remainco Group to the extent that the effect on any member of the Remainco Group would reasonably be expected to result in a material adverse effect on the financial condition or results of operations of Spinco and its Subsidiaries at such time or the Spinco Business conducted thereby at such time, taken as a whole, and such material adverse effect would reasonably be expected to be greater with respect to the Spinco Group, taken as a whole, than the effect on the Remainco Group, taken as a whole. (c) Each Party agrees on behalf of Air Products itself and Versum agrees its Subsidiaries and the other members of its Group that at all times from and after the Separation TimeSpinco Distribution, if an Action is commenced by a third party Third Party naming two (2) or more Parties both Remainco and Spinco (or any member of such Parties’ respective GroupsGroups or their respective then-Affiliates) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective GroupGroup or their respective then-Affiliates) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use use, and shall cause the other members of its respective Group to use, commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicablepracticable (including using commercially reasonable efforts to petition the applicable court to remove such Party (or member of its Group or their respective then-Affiliates) as a defendant to the extent such Action relates solely to Assets or Liabilities that another Party (or Group) has been allocated pursuant to this Agreement). In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, each Party shall, and shall cause the other members of its Group to, use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant, if reasonably practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, management of the Action shall be determined as set forth in this Article VII.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim in which both the Spinco Group (or RMT Partner and its Subsidiaries, as applicable) and the Remainco Group are named parties or that implicates both Parties the Spinco Group (or RMT Partner and its Subsidiaries, as applicable), on the one hand, and Remainco Group, on the other hand, in any a material respect respect, including due to the allocation reasonably foreseeable impact on the Remainco Business or the Spinco Business of Liabilities, the relief sought or the responsibilities for management of defense and related indemnities pursuant to this Agreement Agreement, Spinco (or any of the Ancillary AgreementsRMT Partner, the Parties as applicable) and Remainco agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, that will preserve for all Parties any Privilege with respect theretoPrivilege). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, shall be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claimsclaims at its own cost and expense. Notwithstanding the foregoing, nothing in this Section 6.5(a5.6(a) shall derogate from any Party’s rights to control the defense of any Action Proceeding in accordance with Section 6.45.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Time or (ii) Third Party Claim where the resolution of such Action Third Party Claim by order, judgment, settlement or otherwise, could would reasonably be expected to include any condition, limitation or other stipulation that couldwould, in the reasonable judgment of Air Products(i) Remainco, materially and adversely impact the conduct of the Air Products Retained Businesses Remainco Business or result in an a material adverse change to Air Products at shared locations where Versum and Air Products have operating agreementsany member of the Remainco Group, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products Remainco shall have, at Air Products’ Remainco’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such ActionThird Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum any member of the Spinco Group to any third party Third Party involved in such Action Third Party Claim (including any Governmental Entity), to the extent that Air Products’ Remainco’s participation does not affect any privilege Privilege in a material and adverse manner; provided provided, that to the extent that any such action Third Party Claim requires the submission by Versum any member of the Spinco Group of any content Information relating to any current or former officer or director of Air Productsany member of the Remainco Group, such content Information will only be submitted in a form approved consented to by Air Products Remainco in its reasonable discretiondiscretion (such consent not to be unreasonably withheld, conditioned or delayed), or (ii) Spinco, materially and adversely impact the conduct of the Spinco Business or result in a material adverse change to any member of the Spinco Group, Spinco shall have, at Spinco’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Third Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by any member of the Remainco Group to any Third Party involved in such Third Party Claim (including any Governmental Entity), to the extent that Spinco’s participation does not affect any Privilege in a material and adverse manner; provided, that to the extent that any such Third Party Claim requires the submission by any member of the Remainco Group of any Information relating to any current or former officer or director of any member of the Spinco Group, such Information will only be submitted in a form consented to by Spinco in its reasonable discretion (such consent not to be unreasonably withheld, conditioned or delayed). With regard to the matters specified in the preceding clauses clause (i) and (ii), Air Products Remainco shall have a right to consent to any compromise or settlement related theretothereto by any member of the Spinco Group to the extent that the effect on any member of the Remainco Group would reasonably be expected to result in a material adverse effect on the financial condition or results of operations of Remainco and its Subsidiaries at such time or the Remainco Business conducted thereby at such time, taken as a whole, and such material adverse effect would reasonably be expected to be greater with respect to the Remainco Group, taken as a whole, than the effect on the Spinco Group, taken as a whole and with regard to the matters specified in the preceding clause (ii), Spinco shall have a right to consent to any compromise or settlement related thereto by any member of the Remainco Group to the extent that the effect on any member of the Spinco Group would reasonably be expected to result in a material adverse effect on the financial condition or results of operations of Spinco and its Subsidiaries at such time or the Spinco Business conducted thereby at such time, taken as a whole, and such material adverse effect would reasonably be expected to be greater with respect to the Spinco Group, taken as a whole, than the effect on the Remainco Group, taken as a whole. (c) Each Party agrees on behalf of Air Products itself and Versum agrees its Subsidiaries and the other members of its Group that at all times from and after the Separation TimeSpinco Distribution, if an Action a Proceeding is commenced by a third party Third Party naming two (2) or more Parties both Remainco and Spinco (or any member of such Parties’ respective GroupsGroups or their respective then-Affiliates) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective GroupGroup or their respective then-Affiliates) is a nominal defendant and/or such Action Proceeding is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use use, and shall cause the other members of its respective Group to use, commercially reasonable efforts to cause such nominal defendant to be removed from such ActionProceeding, as soon as reasonably practicable.practicable (including using commercially reasonable efforts to petition the applicable court to remove such Party (or member of its Group or their respective then-Affiliates) as a defendant to the extent such Proceeding relates solely to assets or Liabilities that another Party (or Group) has been allocated pursuant to this Agreement). In the event of a Proceeding in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, each Party shall, and shall cause the other members of its Group to, use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant, if reasonably practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, management of the Proceeding shall be determined as set forth in this Article V.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a7.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.47.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum a Party relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Time Disposition Date or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Air Productsa Party, adversely impact the conduct of the Air Products Retained Businesses or result in an adverse change to Air Products at shared locations where Versum and Air Products have operating agreementssuch Party’s Businesses, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products Party shall have, at Air Products’ such Party’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum the other Party to any third party Third Party involved in such Action (including any Governmental Entity), to the extent that Air Products’ the Party’s participation does not affect any privilege in a material and adverse manner; provided that to the extent that any such action requires the submission by Versum the other Party of any content relating to any current or former officer or director of Air Productssuch Party, such content will only be submitted in a form approved by Air Products such Party in its reasonable discretion. discretion (such consent not to be unreasonably withheld, conditioned or delayed). (I) With regard to the matters specified in the preceding clauses (i) and (ii), Air Products JS Global shall have a right to consent to any compromise or settlement related theretothereto by any member of the SharkNinja Group to the extent that the effect on any member of the JS Global Group would reasonably be expected to result in a material adverse effect on the financial condition or results of operations of JS Global and its Subsidiaries at such time or the JS Global Business conducted thereby at such time, taken as a whole, and such material adverse effect would reasonably be expected to be greater with respect to the JS Global Group, taken as a whole, than the effect on the SharkNinja Group, taken as a whole and (II) with regard to the matters specified in the preceding clauses (i) and (ii), SharkNinja TopCo shall have a right to consent to any compromise or settlement related thereto by any member of the JS Global Group to the extent that the effect on any member of the JS Global Group would reasonably be expected to result in a material adverse effect on the financial condition or results of operations of the SharkNinja Group, at such time or the SharkNinja Business conducted thereby at such time, taken as a whole, and such material adverse effect would reasonably be expected to be greater with respect to the SharkNinja Group, taken as a whole, than the effect on the JS Global Group, taken as a whole. (c) Notwithstanding anything to the contrary in this Agreement, with respect to any notices or reports to be submitted to, or reporting, disclosure, filing or other requirements to be made with, any Governmental Entity by either Party or a member of its Group (“Governmental Filing”) where the Governmental Filing requires disclosure of facts, information or data that relate, in whole or in part, to periods prior to the Disposition Date, the other Party shall have, at its own cost and expense, the reasonable opportunity to consult, advise and comment on the preparation and content of any such Governmental Filing in advance of its submission to a Governmental Entity, and such Party shall in good faith consider and take into account any comments so provided by the other Party with respect to such Governmental Filing. (d) Each of Air Products JS Global and Versum SharkNinja TopCo agrees that at all times from and after the Separation TimeDisposition Date, if an Action is commenced by a third party Third Party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts at its own expense to cause such nominal defendant to be removed from such Action, as soon as reasonably practicablepracticable (including using commercially reasonable efforts to petition the applicable court to remove such Party (or member of its Group or their respective then-Affiliates) as a defendant to the extent such Action relates solely to Assets or Liabilities that another Party (or Group) has been allocated pursuant to this Agreement). In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, each Party shall, and shall cause the other members of its Group to, use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant, if reasonably practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, management of the Action shall be determined as set forth in this Article VII.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.4. 6.4 (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum Chemours relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Effective Time or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Air ProductsDuPont, adversely impact the conduct of the Air Products DuPont Retained Businesses or result in an adverse change to Air Products DuPont at shared locations where Versum Chemours and Air Products DuPont have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, locations where the resolution of such Action may have a precedential adverse effect on then-then current Air Products DuPont operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products DuPont shall have, at Air Products’ DuPont’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum Chemours to any third party Third Party involved in such Action (including any Governmental Entity), to the extent that Air Products’ DuPont’s participation does not affect any privilege in a material and adverse manner; provided that to the extent that any such action requires the submission by Versum Chemours of any content relating to any current or former officer or director of Air ProductsDuPont, such content will only be submitted in a form approved by Air Products DuPont in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products DuPont shall have a right to consent to any compromise or settlement related thereto. (c) Each of Air Products and Versum agrees that at all times from and after the Separation Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, 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 to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a5.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.45.4. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum Veralto relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar lawsLaws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Effective Time or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Air ProductsXxxxxxx, adversely impact the conduct of the Air Products Xxxxxxx Retained Businesses or result in an adverse change to Air Products at shared locations where Versum and Air Products have operating agreementsBusinesses, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locations, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products Xxxxxxx shall have, at Air Products’ Xxxxxxx’x expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum Veralto to any third party involved in such Action (including any Governmental Entity), to the extent that Air Products’ Xxxxxxx’x participation does not affect any privilege Privilege in a material and adverse manner; provided that to the extent that any such action Action requires the submission by Versum Veralto of any content relating to any current or former officer or director of Air ProductsXxxxxxx, such content will only be submitted in a form approved by Air Products Xxxxxxx in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Air Products Xxxxxxx shall have a right to consent to any compromise or settlement related thereto. (c) Notwithstanding anything to the contrary in this Agreement, with respect to any notices or reports to be submitted to, or reporting, disclosure, filing or other requirements to be made with, any Governmental Entity by Veralto or its Subsidiaries (“Governmental Filing”) where the Governmental Filing requires disclosure of facts, information or data that relate, in whole or in part, to periods prior to the Effective Time, Xxxxxxx shall have the reasonable opportunity to consult, advise and comment on the preparation and content of any such Governmental Filing in advance of its submission to a Governmental Entity, and Veralto shall in good faith consider and take into account any comments so provided by Xxxxxxx with respect to such Governmental Filing. (d) Each of Air Products Xxxxxxx and Versum Veralto agrees that at all times from and after the Separation Effective Time, if an Action is commenced by a third party naming two (2) or more Parties (or any other member of such Parties’ respective Groups) as defendants and with respect to which one or more a named Parties Party (or any other member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts at its own expense to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim (other than in respect of a Specified Shared Liability) that implicates both Parties in any a material respect respect, including due to the allocation of Liabilities, the reasonably foreseeable impact on the Businesses of the relief sought or the responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary AgreementsAgreement, the Parties agree to use commercially reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, that will preserve for all Parties any Privilege with respect theretoPrivilege). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, shall be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 6.5(a) 7.6 shall derogate from any either Party’s rights to control the defense of any Action in accordance with Section 6.47.4. (b) (i) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Versum relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Separation Time or (ii) Third Party Claim where the resolution of such Action Third Party Claim by order, judgment, settlement or otherwise, could would reasonably be expected to include any condition, limitation or other stipulation that couldwould, in the reasonable judgment of Air ProductsIP RemainCo, significantly and adversely impact the conduct of the Air Products Retained Businesses IP Business or result in an a significant adverse change to Air Products any member of the IP RemainCo Group at shared locations where Versum any member of the Product SpinCo Group and Air Products any member of the IP RemainCo Group have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies or at non-shared locationsinterdependencies, the resolution of such Action may have a precedential adverse effect on then-current Air Products operating agreements, governmental permits or independent obligations to a Governmental Entity, Air Products IP RemainCo shall have, at Air Products’ IP RemainCo’s expense, the reasonable opportunity to consult, advise and comment in on all preparation, planning and strategy regarding any such ActionThird Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Versum any member of the Product SpinCo Group to any third party involved in such Action Third Party Claim (including any Governmental Entity), to the extent that Air Products’ IP RemainCo’s participation does not affect any privilege Privilege in a material and adverse manner; provided that that, to the extent that any such action Third Party Claim requires the submission by Versum any member of the Product SpinCo Group of any content Information relating to any current or former officer or director of Air Productsany member of the IP RemainCo Group, such content Information will only be submitted in a form approved by Air Products IP RemainCo in its reasonable discretion, and (ii) notwithstanding anything to the contrary in this Agreement, with respect to any Third Party Claim where the resolution of such Third Party Claim by order, judgment, settlement or otherwise, would reasonably be expected to include any condition, limitation or other stipulation that would, in the reasonable judgment of Product SpinCo, significantly and adversely impact the conduct of the Product Business or result in a significant adverse change to any member of the Product SpinCo Group at shared locations where any member of the Product SpinCo Group and any member of the IP RemainCo Group have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies, Product SpinCo shall have, at Product SpinCo’s expense, the reasonable opportunity to consult, advise and comment on all preparation, planning and strategy regarding any such Third Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by any member of the IP RemainCo Group to any third party involved in such Third Party Claim (including any Governmental Entity), to the extent that Product SpinCo’s participation does not affect any Privilege in a material and adverse manner; provided that, to the extent that any such Third Party Claim requires the submission by any member of the IP RemainCo Group of any Information relating to any current or former officer or director of any member of the Product SpinCo Group, such Information will only be submitted in a form approved by Product SpinCo in its reasonable discretion. (I) With regard to the matters specified in the preceding clauses clause (i) and (ii), Air Products IP RemainCo shall have a right to consent to any compromise or settlement related theretothereto by any member of the Product SpinCo Group to the extent that the effect on any member of the IP RemainCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of IP RemainCo and its Subsidiaries at such time or the IP Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the IP RemainCo Group, taken as a whole, than the effect on the Product SpinCo Group, taken as a whole, and (II) with regard to the matters specified in the preceding clause (ii), Product SpinCo shall have a right to consent to any compromise or settlement related thereto by any member of the IP RemainCo Group to the extent that the effect on any member of the Product SpinCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of Product SpinCo and its Subsidiaries at such time or the Product Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the Product SpinCo Group, taken as a whole, than the effect on the IP RemainCo Group, taken as a whole. (c) Each of Air Products IP RemainCo and Versum Product SpinCo agrees on behalf of itself and the other members of its Group that at all times from and after the Separation Effective Time, if an Action is commenced by a third party naming two (2) or more both Parties (or any member of such Parties’ respective GroupsGroups or their respective then-Affiliates) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective GroupGroup or their respective then-Affiliates) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use use, and shall cause the other members of its respective Group to use, commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicablepracticable (including using commercially reasonable efforts to petition the applicable court to remove such Party (or member of its Group or their respective then-Affiliates) as a defendant to the extent such Action relates solely to Assets or Liabilities that the other Party (or Group) has been allocated pursuant to this Agreement). In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, each Party shall, and shall cause the other members of its Group to, endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, management of the Action shall be determined as set forth in this Article VII.