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 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. With respect to any Action by a Governmental Entity against Xxxxxxx Electronics 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 Effective Time, Xxxxxxx International shall have a right to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and shall have a right to consent to any compromise or settlement related thereto, provided that such consent may not be unreasonably withheld. (b) Each of Xxxxxxx International and Xxxxxxx Electronics 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 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.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Kimball Electronics, Inc.), Separation and Distribution Agreement (Kimball International Inc), Separation and Distribution Agreement (Kimball Electronics, Inc.)

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Cooperation in Defense and Settlement. (a) With respect to any Third Third-Party Claim that implicates both Parties parties in any a material respect 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 Parties parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all Parties any Privilege the parties the attorney-client privilege, joint defense or other privilege with respect thereto). The . (b) To the extent there are documents, other materials, access to employees or witnesses related to or from a Party that is not responsible for managing the defense or Liability of any a particular Action, such Third Party Claim shallshall provide to the other Party reasonable access to documents, upon reasonable requestother materials, be consulted with respect employees, and shall permit employees, officers and directors to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist cooperate as witnesses in the defense of such claims. With respect to any Action by a Governmental Entity against Xxxxxxx Electronics 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 Effective Time, Xxxxxxx International shall have a right to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and shall have a right to consent to any compromise or settlement related thereto, provided that such consent may not be unreasonably withheldAction. (bc) Each of Xxxxxxx International EESLP and Xxxxxxx Electronics Controlled agrees that at all times from and after the Effective Time, if an Action currently exists or is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and Third Party with respect to which one or more named Parties a party (or any member one of such Party’s respective Groupits Subsidiaries) is a nominal defendant and/or named defendant, but the defense of such Action and any recovery in such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary AgreementAgreement to that party, then the other Party or Parties party shall use commercially reasonable efforts to cause such nominal the named but not liable defendant to be removed from such ActionAction and such defendants shall not be required to make any payments or contributions therewith. (d) In the case of any Action involving a matter contemplated by Section 7.15(c), as soon as reasonably practicable(i) if there is a conflict of interest that under applicable rules of professional conduct would preclude legal counsel for one party or one of its Subsidiaries representing another party or one of its Subsidiaries or (ii) if any Third-Party Claim seeks equitable relief that would restrict or limit the future conduct of the non-responsible party or one of its Subsidiaries or such party’s business or operations of a party or its Subsidiaries, then the non-responsible party shall be entitled to retain, at its expense, separate legal counsel to represent its interest and to participate in the defense, compromise, or settlement of that portion of the Third-Party Claim against that party or one of its Subsidiaries.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Archrock, Inc.), Separation and Distribution Agreement (Exterran Corp), Separation and Distribution Agreement (Exterran Corp)

Cooperation in Defense and Settlement. (a) With respect to any Third Third-Party Claim that implicates both Parties in any a material respect 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all the Parties any Privilege the attorney-client privilege, joint defense or other privilege with respect thereto). The . (b) To the extent there are documents, other materials, access to employees or witnesses related to or from a Party that is not responsible for managing the defense or Liability of any a particular Action, such Third Party Claim shallshall provide to the other Party (at such other Party’s cost and expense) reasonable access to documents, upon reasonable requestother materials, be consulted with respect employees, and shall permit employees, officers and directors to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist cooperate as witnesses in the defense of such claims. With respect to any Action by a Governmental Entity against Xxxxxxx Electronics 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 Effective Time, Xxxxxxx International shall have a right to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and shall have a right to consent to any compromise or settlement related thereto, provided that such consent may not be unreasonably withheldAction. (bc) Each of Xxxxxxx International TFMC and Xxxxxxx Electronics TEN agrees that at all times from and after the Effective Time, if an Action currently exists or is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and Third Party with respect to which one or more named Parties a Party (or any member the members of such Party’s respective its Group) is a nominal defendant and/or named defendant, but the defense of such Action and any recovery in such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary AgreementAgreement to that Party, then the other Party or Parties shall use commercially reasonable efforts to cause such nominal the named but not liable defendant to be removed from such Action and such defendants shall not be required to make any payments or contributions therewith. In the case of any such Action, (i) if there is a conflict of interest that under applicable rules of professional conduct would preclude legal counsel for one Party or one of its Subsidiaries representing another Party or one of its Subsidiaries or (ii) if any Third-Party Claim seeks equitable relief that would restrict or limit the future conduct of the non-responsible Party or one of its Subsidiaries or the business or operations of such non-responsible Party or one of its Subsidiaries, then the non-responsible Party shall be entitled to retain, at its expense, separate legal counsel to represent its interest and to participate in the defense, compromise, or settlement of that portion of the Third-Party Claim against that Party or one of its Subsidiaries. Notwithstanding any other provision of this Agreement, TEN agrees to, and shall cause the members of the TEN Group to, take the actions set forth on Schedule 3.14(c). (d) TEN agrees (i) that the DPA, including any obligations thereunder, is applicable in full force to TEN and (ii) that pursuant to Section 19 of the DPA, the Fraud Section’s (as soon such term is defined in the DPA) and the Office’s (as reasonably practicablesuch term is defined in the DPA) ability to breach under the DPA is applicable in full force to TEN. (e) TEN agrees that it shall, or shall cause the applicable member of the TEN Group to, timely pay any amounts due pursuant to those certain Leniency Agreements with the Controladoria Geral Da União (CGU), A Advocacia-Geral Da União (AGU) and Ministério Público Federal in Brazil.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Technip Energies N.V.), Separation and Distribution Agreement (Technip Energies B.V.), Separation and Distribution Agreement (TechnipFMC PLC)

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 AgreementsAgreements (a “Shared Matter”), the Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all Parties any Privilege with respect thereto). Notwithstanding anything to the contrary herein, the Parties may jointly retain counsel (in which case the cost of counsel shall be shared in proportion to their expected financial exposure) or retain separate counsel (in which case each Party will bear the cost of its separate counsel) with respect to any Shared Matter. If the Parties jointly retain counsel and the expected financial exposure is not reasonably estimable, then the Parties shall equally share the cost of joint counsel until such time as the expected financial exposure is finally determined. The Party with the greater financial exposure to a Shared Matter (taking into account the provisions of this Article 6) shall manage such Shared Matter, provided that is any outside counsel employed by a Party managing the Third Party Claim with respect thereto shall be subject to the approval of the other Party (not responsible for managing to be unreasonably withheld); provided further, that if the Third Party Claim involves the pursuit of any criminal sanctions or penalties or seeks equitable or injunctive relief against any Party or a Subsidiary of a Party, that Party shall be entitled to control the defense of the claim against such Party. The party managing such Shared Matter shall on a quarterly basis, or if a material development occurs as soon as reasonably practicable thereafter, inform the other Party of the status of and developments relating to any Shared Matter and provide copies of any material document, notices or other materials related to such Shared Matter; provided that the failure to provide any such Third information shall not be a basis for liability of a Party Claim shall, upon reasonable request, be consulted with respect to significant matters relating thereto managing such Shared Matter except and may, if necessary or helpful, retain counsel to assist in the defense of such claims. With respect to any Action by a Governmental Entity against Xxxxxxx Electronics relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise solely to the Action occurred prior to extent the Effective Time, Xxxxxxx International other Party shall have a right to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and shall have a right to consent to any compromise or settlement related thereto, provided that such consent may not be unreasonably withheldbeen actually prejudiced thereby. (b) Each of Xxxxxxx International Delta and Xxxxxxx Electronics agrees Ultra each agree that at all times from and after the 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 Groups) 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 commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Perspecta Inc.), Separation and Distribution Agreement, Separation and Distribution Agreement (DXC Technology Co)

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties in any a material respect 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all both Parties any Privilege the attorney-client privilege, joint defense or other privilege with respect thereto). The . (b) To the extent documents, other materials, access to employees or witnesses related to or from a Party that is not responsible for managing the defense or liability of any a particular Action, such Third Party Claim shallshall provide to the other Party reasonable access to documents, upon reasonable requestother materials, be consulted with respect employees, and shall permit employees, officers and directors to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist cooperate as witnesses in the defense of such claims. With respect to any Action by a Governmental Entity against Xxxxxxx Electronics 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 Effective Time, Xxxxxxx International shall have a right to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and shall have a right to consent to any compromise or settlement related thereto, provided that such consent may not be unreasonably withheldmatter. (bc) Each of Xxxxxxx International Duke Energy and Xxxxxxx Electronics Spectra Energy agrees that at all times from and after the Effective Time, if an Action currently exists or is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and Third-Party with respect to which one or more named Parties a Party (or any member of such Party’s respective Group) is a nominal named defendant and/or but 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 the named but not liable defendant to be removed from such ActionAction and such defendants shall not be required to make any payments or contribution in connection therewith. (d) If, in the case of any Action involving a matter contemplated by Section 6.6(c), there is a conflict of interest between the Parties, or in the event that any Third Party Claim seeks equitable relief which would restrict or limit the future conduct of the non-responsible Party or such Party’s business or operations, such Party shall be entitled to retain, at the responsible Party’s Expense, separate counsel as soon as required by the applicable rules of professional conduct (which counsel shall be reasonably practicableacceptable to the responsible Party) and to participate in (but not control) the defense, compromise, or settlement of that portion of the Third Party Claim that seeks equitable relief with respect to the named Party.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Spectra Energy Corp.), Separation and Distribution Agreement (Duke Energy CORP)

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both two or more Parties in any a material respect 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 such Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all such Parties any Privilege the attorney-client privilege, joint defense or other privilege with respect thereto). The . (b) To the extent there are documents, other materials, access to employees or witnesses related to or from a Party that is not responsible for managing the defense or Liability of any a particular Action, such Third Party Claim shallshall provide to the other Party or Parties reasonable access to documents, upon reasonable requestother materials, be consulted with respect employees, and shall permit employees, officers and directors to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist cooperate as witnesses in the defense of such claims. With respect to any Action by a Governmental Entity against Xxxxxxx Electronics 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 Effective Time, Xxxxxxx International shall have a right to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and shall have a right to consent to any compromise or settlement related thereto, provided that such consent may not be unreasonably withheldAction. (bc) Each of Xxxxxxx International Temple-Inland, Forestar and Xxxxxxx Electronics Guaranty agrees that at all times from and after the Effective Time, if an Action currently exists or 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 a Party (or any member one of such Party’s respective Groupits Subsidiaries) is a nominal defendant and/or named defendant, but the defense of such Action and any recovery in such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary AgreementAgreement to that Party, then the each other Party (or Parties members of its Group) also named in the Action shall use commercially reasonable efforts to cause such nominal defendant each named Party (or its Subsidiary) not responsible for the Liability to be removed dismissed as a defendant from such Action, and the Party (or its Subsidiary) without responsibility for the Liability shall not be required to make any payments or contribution to the other Parties in connection therewith and shall be entitled to the full benefit of any indemnification provided in this Agreement or any Ancillary Agreement. (d) In the case of any Action involving a matter contemplated by Section 6.6(c), (i) if there is a conflict of interest that under applicable rules of professional conduct would preclude legal counsel for one Party or one of its Subsidiaries representing another Party or one of its Subsidiaries or (ii) if any Third Party Claim seeks equitable relief that would restrict or limit the future conduct of the non-responsible Party or one of its Subsidiaries or such Party’s business or operations of a Party or its Subsidiaries or Ventures, then the non-responsible Party shall be entitled to retain, at its expense, separate legal counsel to represent its interest and to participate in the defense, compromise, or settlement of that portion of the Third Party Claim against that Party or one of its Subsidiaries. (e) It shall not be a defense to any obligation by any Party to pay any amount in respect of any Unallocated Liability that such Party was not consulted in the defense thereof, that such Party’s views or opinions as soon to the conduct of such defense were not accepted or adopted, that such Party does not approve of the quality or manner of the defense thereof or that such Unallocated Liability was incurred by reason of a settlement rather than by a judgment or other determination of Liability; provided, however, that none of the Parties shall settle an Unallocated Liability in a manner which would restrict or limit the future conduct of another Party’s business or operations (or any of its Subsidiaries or Ventures) without such other Party’s consent. (f) If served with a citation or other writ or process in a proceeding that may involve a matter to be determined by the Contingent Claim Committee, Forestar or Guaranty (or any member of their respective Groups) shall notify the General Counsel of Temple-Inland promptly and shall take such steps as reasonably practicableare required to avoid a failure to answer or otherwise appear or respond timely.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Guaranty Financial Group Inc.), Separation and Distribution Agreement (Guaranty Financial Group Inc.)

Cooperation in Defense and Settlement. (a) With respect to any Third Third-Party Claim that implicates both Parties parties in any a material respect 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 Parties parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all Parties any Privilege the parties the attorney-client privilege, joint defense or other privilege with respect thereto). The . (b) To the extent there are documents, other materials, access to employees or witnesses related to or from a Party that is not responsible for managing the defense or Liability of any a particular Action, such Third Party Claim shallshall provide to the other Party reasonable access to documents, upon reasonable requestother materials, be consulted with respect employees, and shall permit employees, officers and directors to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist cooperate as witnesses in the defense of such claims. With respect to any Action by a Governmental Entity against Xxxxxxx Electronics 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 Effective Time, Xxxxxxx International shall have a right to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and shall have a right to consent to any compromise or settlement related thereto, provided that such consent may not be unreasonably withheldAction. (bc) Each of Xxxxxxx International NOV and Xxxxxxx Electronics SpinCo agrees that at all times from and after the Effective Time, if an Action currently exists or 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 a party (or any member one of such Party’s respective Groupits Subsidiaries) is a nominal defendant and/or named defendant, but the defense of such Action and any recovery in such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary AgreementAgreement to that party, then the other Party or Parties party shall use commercially reasonable efforts to cause such nominal the named but not liable defendant to be removed from such ActionAction and such defendants shall not be required to make any payments or contributions therewith. (d) In the case of any Action involving a matter contemplated by Section 5.15(c), as soon as reasonably practicable(i) if there is a conflict of interest that under applicable rules of professional conduct would preclude legal counsel for one party or one of its Subsidiaries representing another party or one of its Subsidiaries or (ii) if any Third-Party Claim seeks equitable relief that would restrict or limit the future conduct of the non-responsible party or one of its Subsidiaries or such party’s business or operations of a party or its Subsidiaries, then the non-responsible party shall be entitled to retain, at its expense, separate legal counsel to represent its interest and to participate in the defense, compromise, or settlement of that portion of the Third-Party Claim against that party or one of its Subsidiaries.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (NOW Inc.), Separation and Distribution Agreement (NOW Inc.)

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties in any a material respect 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all the Parties any Privilege the attorney-client privilege, joint defense or other privilege with respect thereto). The . (b) To the extent there are documents, other materials, access to employees or witnesses related to or from a Party that is not responsible for managing the defense or Liability of any a particular Action, such Third Party Claim shallshall provide to the other Party reasonable access to documents, upon reasonable requestother materials, be consulted with respect employees, and shall permit employees, officers and directors to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist cooperate as witnesses in the defense of such claims. With respect to any Action by a Governmental Entity against Xxxxxxx Electronics 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 Effective Time, Xxxxxxx International shall have a right to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and shall have a right to consent to any compromise or settlement related thereto, provided that such consent may not be unreasonably withheldAction. (bc) Each of Xxxxxxx International Parent and Xxxxxxx Electronics Spinco agrees that at all times from and after the Effective Time, if an Action currently exists or 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 a Party (or any member one of such Party’s respective Groupits Subsidiaries) is a nominal defendant and/or named defendant, but the defense of such Action and any recovery in such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary AgreementAgreement to that Party, then the other Party or Parties shall use commercially reasonable efforts to cause such nominal the named but not liable defendant to be removed from such ActionAction and such defendants shall not be required to make any payments or contributions therewith. (d) In the case of any Action involving a matter contemplated by Section 6.5(c), (i) if there is a conflict of interest that under applicable rules of professional conduct would preclude legal counsel for one Party or one of its Subsidiaries representing another Party or one of its Subsidiaries or (ii) if any Third Party Claim seeks equitable relief that would restrict or limit the future conduct of the non-responsible Party or one of its Subsidiaries or such Party’s business or operations of a Party or its Subsidiaries, then the non-responsible Party shall be entitled to retain, at its expense, separate legal counsel to represent its interest and to participate in the defense, compromise, or settlement of that portion of the Third Party Claim against that Party or one of its Subsidiaries. (e) It shall not be a defense to any obligation by any Party to pay any amount in respect of any Unallocated Liability that such Party was not consulted in the defense thereof, that such Party’s views or opinions as soon to the conduct of such defense were not accepted or adopted, that such Party does not approve of the quality or manner of the defense thereof or that such Unallocated Liability was incurred by reason of a settlement rather than by a judgment or other determination of Liability; provided, however, that neither Party shall settle an Unallocated Liability in a manner which would restrict or limit the future conduct of the other Party’s business or operations (or any of its Subsidiaries) without such other Party’s consent. (f) If served with a citation or other writ or process in a proceeding that may involve a matter to be determined by the Contingent Claim Committee, each Party shall notify the General Counsel of the other Party promptly and shall take such steps as reasonably practicableare required to avoid a failure to answer or otherwise appear or respond timely.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Oneok Inc /New/), Separation and Distribution Agreement (ONE Gas, Inc.)

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Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties in any a material respect 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all both Parties any Privilege the attorney-client privilege, joint defense or other privilege with respect thereto). The . (b) To the extent documents, other materials, access to employees or witnesses related to or from a Party that is not responsible for managing the defense or liability of any a particular Action, such Third Party Claim shallshall provide to the other Party reasonable access to documents, upon reasonable requestother materials, be consulted with respect employees, and shall permit employees, officers and directors to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist cooperate as witnesses in the defense of such claims. With respect to any Action by a Governmental Entity against Xxxxxxx Electronics 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 Effective Time, Xxxxxxx International shall have a right to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and shall have a right to consent to any compromise or settlement related thereto, provided that such consent may not be unreasonably withheldmatter. (bc) Each of Xxxxxxx International Duke Energy and Xxxxxxx Electronics GasCo agrees that at all times from and after the Effective Time, if an Action currently exists or is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and Third-Party with respect to which one or more named Parties a Party (or any member of such Party’s respective Group) is a nominal named defendant and/or but 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 the named but not liable defendant to be removed from such ActionAction and such defendants shall not be required to make any payments or contribution in connection therewith. (d) If, in the case of any Action involving a matter contemplated by Section 6.6(c), there is a conflict of interest between the Parties, or in the event that any Third Party Claim seeks equitable relief which would restrict or limit the future conduct of the non-responsible Party or such Party’s business or operations, such Party shall be entitled to retain, at the responsible Party’s Expense, separate counsel as soon as required by the applicable rules of professional conduct (which counsel shall be reasonably practicableacceptable to the responsible Party) and to participate in (but not control) the defense, compromise, or settlement of that portion of the Third Party Claim that seeks equitable relief with respect to the named Party.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Gas SpinCo, Inc.)

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 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. With respect to any Action by a Governmental Entity against Xxxxxxx Electronics Allegion 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 Effective Time, Xxxxxxx International IR shall have a right to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and shall have a right to consent to any compromise or settlement related thereto, provided that such consent may not be unreasonably withheld. (b) Each of Xxxxxxx International IR and Xxxxxxx Electronics Allegion 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 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.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Allegion PLC)

Cooperation in Defense and Settlement. (a) With Except as provided otherwise in any Common Interest Agreement, with respect to any Third Party Claim that implicates both Parties in any a material respect 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all both Parties any Privilege the attorney-client privilege, joint defense or other privilege with respect thereto). The . (b) Except as provided otherwise in any Common Interest Agreement, a Party that is not responsible for managing the defense or liability of any such Third a particular Action shall provide to the other Party Claim shallreasonable access to documents, upon reasonable requestother materials, be consulted with respect employees, and shall permit employees, officers and directors to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist cooperate as witnesses in the defense of such claims. With respect to any Action by a Governmental Entity against Xxxxxxx Electronics 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 Effective Time, Xxxxxxx International shall have a right to participate in (but not control) the defense, compromise, or settlement thereof, extent reasonably requested and at its own expense and shall have a right to consent to any compromise or settlement related thereto, provided that such consent may not be unreasonably withheldother Party’s expense. (bc) Each Except as provided otherwise in any Common Interest Agreement, each of Xxxxxxx International Entergy and Xxxxxxx Electronics Enexus agrees that at all times from and after the Effective Time, if an Action currently exists or 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 a Party (or any member of such Party’s respective Group) is a nominal named defendant and/or but 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 the named but not liable defendant to be removed from such ActionAction and such defendants shall not be required to make any payments or contribution in connection therewith (regardless if such removal is successful or not). (d) Except as provided otherwise in any Common Interest Agreement, if, in the case of any Action involving a matter contemplated by Section 6.6(c), there is a conflict of interest between the Parties, or in the event that any Third Party Claim seeks equitable relief that would restrict or limit the future conduct of the non-responsible Party or such Party’s business or operations, such Party shall be entitled to retain, at the responsible Party’s expense, separate counsel as soon as required by the applicable rules of professional conduct (which counsel shall be reasonably practicableacceptable to the responsible Party) and to participate in (but not control) the defense, compromise, or settlement of that portion of the Third Party Claim that seeks equitable relief with respect to the named Party.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Enexus Energy CORP)

Cooperation in Defense and Settlement. (a) With respect to any Third of the matters set forth on Schedule 1.1(111)(vii) or 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 with outside counsel mutually acceptable to the Parties (in a manner that that, to the extent reasonably practicable, will preserve for all Parties any Privilege with respect thereto). With respect to the matters set forth on Schedule 1.1(111)(vii), the defense of such matter shall continue to be conducted by the outside counsel or counsels that is counsel for such matter as of the Operative Time, unless and until the Parties mutually agree to alternative counsel. 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; provided, however, if any Party determines in good faith that such Party and the other Parties have actual or potential differing defenses or conflicts of interests between them that make joint representation inappropriate, then such Party shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, at the expense of the Indemnifying Party. With Notwithstanding the foregoing, nothing in this Section 5.6(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 5.5; provided further that, to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of Schedule 5.6, the provisions set forth in Schedule 5.6 shall control. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Xxxxxxx Electronics any member of the Nextracker 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 Effective Operative Time; or (ii) where the resolution of such Action by order, Xxxxxxx International judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Flex, adversely impact the conduct of the Flex Retained Businesses, Flex shall have a right to participate in (but not control) the defense, compromise, or settlement thereofhave, at Flex’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 such member of the Nextracker Group to any third party involved in such Action (including any Governmental Entity), to the extent that Flex’s participation does not affect any privilege in a material and adverse manner (which cannot be addressed through a joint defense agreement or Common Interest Agreement); provided that to the extent that any such action requires the submission by any member of the Nextracker Group of any content relating to any current or former officer or director of Flex, such content will only be submitted in a form approved by Flex in its own expense reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Flex shall have a right to consent to any compromise or settlement related thereto. For the avoidance of doubt, provided that such consent may not nothing in this Section 5.6(b) shall be unreasonably withhelddeemed to affect the respective rights or obligations of any member of the Flex Group, on the one hand, and any member of the Nextracker Group, on the other hand, under any Continuing Arrangement. (bc) 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 any member of the Nextracker 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 Operative Time, Flex 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 such member of the Nextracker Group shall in good faith consider and take into account any comments so provided by Flex with respect to such Governmental Filing. (d) Each of Xxxxxxx International Flex, Nextracker PubCo and Xxxxxxx Electronics Nextracker OpCo agrees that at all times from and after the Effective Operative 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.

Appears in 1 contract

Samples: Separation Agreement (Nextracker Inc.)

Cooperation in Defense and Settlement. (a) With respect to any Third Party Claim that implicates both Parties in any a material respect 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 Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all both Parties any Privilege the attorney-client privilege, joint defense or other privilege with respect thereto). The . (b) To the extent documents, other materials, access to employees or witnesses related to or from a Party that is not responsible for managing the defense or liability of any a particular Action are within such Third Party’s reasonable control, such Party Claim shallshall provide to the other Party reasonable access to documents, upon reasonable requestother materials, be consulted with respect employees, and shall permit employees, officers and directors to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist cooperate as witnesses in the defense of such claims. With respect to any Action by a Governmental Entity against Xxxxxxx Electronics 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 Effective Time, Xxxxxxx International shall have a right to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and shall have a right to consent to any compromise or settlement related thereto, provided that such consent may not be unreasonably withheldAction. (bc) Each of Xxxxxxx International Questar and Xxxxxxx Electronics QEP agrees that at all times from and after the Effective TimeDate, if an Action currently exists or is commenced by a third 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 a Party (or any member of such Party’s respective Group) is a nominal named defendant and/or but 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 the named but not liable defendant to be removed from such ActionAction and such defendants shall not be required to make any payments or contribution in connection therewith. (d) If, in the case of any Action involving a matter contemplated by Section 6.6(c), there is a conflict of interest between the Parties, or in the event that any Third Party Claim seeks equitable relief which would restrict or limit the future conduct of the non-responsible Party or such Party’s business or operations, such Party shall be entitled to retain, at the responsible Party’s Expense, separate counsel as soon as required by the applicable rules of professional conduct (which counsel shall be reasonably practicableacceptable to the responsible Party) and to participate in (but not control) the defense, compromise, or settlement of that portion of the Third Party Claim that seeks equitable relief with respect to the named Party.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Questar Corp)

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