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 is not an Assumed Tyco Contingent Liability and that implicates two or more Parties in a material fashion 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 best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for both Parties the attorney-client privilege, joint defense or other privilege with respect thereto). The Party that is not responsible for managing the defense of such Third Party Claims 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. (b) Each of Tyco, Healthcare and Electronics agrees that at all times from and after the Effective Time, if an Action is commenced by a third party (or any member of such Party’s respective Group) 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 best 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 is not an Assumed Tyco Contingent Liability and that implicates two or more Parties in a material fashion 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 reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for both Parties the attorney-client privilege, joint defense or other privilege with respect thereto). The Party that is not responsible for managing the defense of such Third Party Claims 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. (b) Each of Tyco, Healthcare Tyco and Electronics ADT NA agrees that at all times from and after the Effective Time, if an Action is commenced by a third party (or any member of such Party’s respective Group) 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 reasonable best 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 is not an Assumed Tyco Trident Contingent Liability and that implicates two or more Parties in a material fashion 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 reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for both Parties the attorney-client privilege, joint defense or other privilege with respect thereto). The Party that is not responsible for managing the defense of such Third Party Claims 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. (b) Each of TycoTrident, Healthcare Athens NA and Electronics Fountain agrees that at all times from and after the Effective Time, if an Action is commenced by a third party (or any member of such Party’s respective Group) 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 reasonable best 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 is not an Assumed Tyco Contingent Liability and that implicates two or more both Parties in a any material fashion respect due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary AgreementsAgreements (other than the Transition Services Agreement), the applicable Parties agree to use reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for both all Parties the attorney-client privilege, joint defense or other privilege any Privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Party Claims 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. (b) Each of Tyco, Healthcare LQ Parent and Electronics CPLG agrees that at all times from and after the Effective Time, if an Action is commenced by a third party naming both Parties (or any member of such Party’s Parties’ respective GroupGroups) as defendants and with respect to which one or more named Parties a Party (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 reasonable best 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 is not an Assumed Tyco a Shared Contingent Liability and that implicates two or more both Parties in a any material fashion 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 best commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for both all Parties the attorney-client privilege, joint defense or other privilege any Privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Party Claims 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. (b) Each of Tyco, Healthcare Leidos and Electronics agrees New SAIC each agree that at all times from and after the Effective Time, if an Action is commenced by a third party naming both Parties (or any member of such Party’s Parties’ respective GroupGroups) as defendants and with respect to which one or more a named Parties Party (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 best 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 is not an Assumed Tyco Contingent Liability and that implicates two or more both Parties in a material fashion 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 best commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for both Parties the attorney-client privilege, joint defense or other privilege Privilege with respect thereto). The Party that is not responsible for managing the defense of such Third Party Claims 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. (b) Each of Tyco, Healthcare Linn and Electronics SpinCo agrees that at all times from and after the Effective Time, if an Action is commenced by a third party naming both Parties (or any member of such Party’s Parties’ respective GroupGroups) as defendants and with respect to which one or more named Parties a Party (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 best 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 is not an Assumed Tyco a Shared Contingent Liability and that implicates two or more both Parties in a material fashion 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 best commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for both Parties the attorney-client privilege, joint defense or other privilege with respect thereto). The Party that is not responsible for managing the defense of such Third Party Claims 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. (b) Each of Tyco, Healthcare RemainCo and Electronics SpinCo agrees that at all times from and after the Effective Time, if an Action is commenced by a third party naming both Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one named Party (or any member of such Party’s respective Group) 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 best 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 is not an Assumed Tyco Cendant Contingent Liability and that implicates two or more Parties in a material fashion 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 reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for both Parties the attorney-client privilege, joint defense or other privilege with respect thereto). The Party that is not responsible for managing the defense of such Third Party Claims 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. (b) Each of TycoCendant, Healthcare Realogy, Wyndham and Electronics Travelport agrees that at all times from and after the Effective Time, if an Action is commenced by a third party (or any member of such Party’s respective Group) 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 best 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 is not an Assumed Tyco Contingent Liability implicates BX or any member of the Blackstone Group, on the one hand, and that implicates two PJT LP or more Parties any member of the PJT Group on the other hand, in a any material fashion respect due to the allocation of Liabilities, Liabilities or the responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the applicable Parties agree to use (and shall cause their applicable Group members to use) reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for both Parties and their applicable Group members the attorney-client privilege, joint defense or other privilege with respect thereto). The Party or applicable Group member that is not responsible for managing the defense of such Third Party Claims 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. (b) Each of Tyco, Healthcare and Electronics Party agrees that at all times from and after the Effective Time, if an Action is commenced by a third party (or any member of such Party’s respective Group) 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 reasonable best 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 is not an Assumed Tyco a Shared Contingent Liability and that implicates two or more Parties in a any material fashion 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 best commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for both all Parties the attorney-client privilege, joint defense or other privilege any Privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Party Claims 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. (b) Each of TycoHLT, Healthcare PK and Electronics HGV agrees that at all times from and after the Effective Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Party’s Parties’ respective GroupGroups) 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 best commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.