Common use of Future Litigation and Other Proceedings Clause in Contracts

Future Litigation and Other Proceedings. In the event that DSW (or any of its Subsidiaries or any of its or their respective officers or directors) or Retail Ventures (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), the Party (and its Subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party’s expense, with any reasonable requests by the other Party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of associates or employees as witnesses). In the event that DSW (or any of its Subsidiaries or any of its or their respective officers or directors) and Retail Ventures (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), each Party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Party, with any reasonable requests of the other Party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW HHGI (or any of its Subsidiaries or any of its or their respective officers or directors) or Retail Ventures TMP (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties parties have no prior agreements (as to indemnification or otherwise), the Party party (and its Subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party’s party's reasonable expense, with any reasonable requests by the other Party party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of associates or employees as witnesses). In the event that DSW HHGI (or any of its Subsidiaries or any of its or their respective officers or directors) and Retail Ventures TMP (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties parties have no prior agreements (as to indemnification or otherwise), each Party party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the reasonable expense of the requesting Partyparty, with any reasonable requests of the other Party party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW Too, Inc. (or any of its Subsidiaries or any of its or their respective officers or directors) or Retail Ventures The Limited (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties parties have no prior agreements (as to indemnification or otherwise), the Party party (and its Subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party’s party's expense, with any reasonable requests by the other Party party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of associates or employees as witnesses). In the event that DSW Too, Inc. (or any of its Subsidiaries or any of its or their respective officers or directors) and Retail Ventures The Limited (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties parties have no prior agreements (as to indemnification or otherwise), each Party party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Partyparty, with any reasonable requests of the other Party party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW (or any of its Subsidiaries or any of its or their respective officers or directors) or Retail Ventures (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), the Party (and its Subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party’s 's expense, with any reasonable requests by the other Party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of associates or employees as witnesses). In the event that DSW (or any of its Subsidiaries or any of its or their respective officers or directors) and Retail Ventures (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), each Party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Party, with any reasonable requests of the other Party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW Covisint (or any of its Subsidiaries or any of its or their respective officers or directors) or Retail Ventures Compuware (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), the Party (and its Subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party’s expense, with any reasonable requests by the other Party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of associates or employees as witnesses). In the event that DSW Covisint (or any of its Subsidiaries or any of its or their respective officers or directors) and Retail Ventures Compuware (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), each Party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Party, with any reasonable requests of the other Party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW Washtenaw (or any of its Subsidiaries or any of its or their respective officers or directors) or Retail Ventures Pelican (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties parties have no prior agreements (as to indemnification or otherwise), the Party party (and its Subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party’s party's reasonable expense, with any reasonable requests by the other Party party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of associates or employees as witnesses). In the event that DSW Washtenaw (or any of its Subsidiaries or any of its or their respective officers or directors) and Retail Ventures Pelican (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties parties have no prior agreements (as to indemnification or otherwise), each Party party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the reasonable expense of the requesting Partyparty, with any reasonable requests of the other Party party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW VMware (or any of its Subsidiaries or any of its or their respective officers or directors) or Retail Ventures EMC (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), the Party (and its Subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party’s expense, with any reasonable requests by the other Party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of associates or employees as witnesses). In the event that DSW VMware (or any of its Subsidiaries or any of its or their respective officers or directors) and Retail Ventures EMC (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), each Party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Party, with any reasonable requests of the other Party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW AMTD Digital (or any of its Subsidiaries subsidiaries or any of its or their respective officers or directors) or Retail Ventures AMTD Parent (or any of its Subsidiaries subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority Governmental Authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), the Party (and its Subsidiaries subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other litigant Party’s expense, with any reasonable requests by the other litigant Party for assistance in connection with such litigation or other proceedings (including by way of provision of information Information and making available of associates or employees as witnesses). In the event that DSW AMTD Digital (or any of its Subsidiaries subsidiaries or any of its or their respective officers or directors) and Retail Ventures AMTD Parent (or any of its Subsidiaries subsidiaries or any of its or their respective officers or directors) ), or any combination thereof, at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority Governmental Authority or arbitration panel with respect to which the litigant Parties have no prior agreements (as to indemnification or otherwise), each litigant Party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Party, with any reasonable requests of the other such Party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW ViSalus (or any of its Subsidiaries or any of its or their respective officers or directors) or Retail Ventures Blyth (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority Governmental Authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), the Party (and its Subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party’s expense, with any reasonable requests by the other Party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of associates or employees as witnesses). In the event that DSW ViSalus (or any of its Subsidiaries or any of its or their respective officers or directors) and Retail Ventures Blyth (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority Governmental Authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), each Party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Party, with any reasonable requests of the other Party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW AMTD International (or any of its Subsidiaries subsidiaries or any of its or their respective officers or directors) or Retail Ventures AMTD Parent (or any of its Subsidiaries subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority Governmental Authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), the Party (and its Subsidiaries subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other litigant Party’s expense, with any reasonable requests by the other litigant Party for assistance in connection with such litigation or other proceedings (including by way of provision of information Information and making available of associates or employees as witnesses). In the event that DSW AMTD International (or any of its Subsidiaries subsidiaries or any of its or their respective officers or directors) and Retail Ventures AMTD Parent (or any of its Subsidiaries subsidiaries or any of its or their respective officers or directors) ), or any combination thereof, at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority Governmental Authority or arbitration panel with respect to which the litigant Parties have no prior agreements (as to indemnification or otherwise), each litigant Party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Party, with any reasonable requests of the other such Party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW the Company (or any of its Subsidiaries or any of its or their respective officers or directors) or Retail Ventures The Limited (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties parties have no prior agreements (as to indemnification or otherwise), the Party party (and its Subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party’s party's expense, with any reasonable requests by the other Party party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of associates or employees as witnesses). In the event that DSW the Company (or any of its Subsidiaries or any of its or their respective officers or directors) and Retail Ventures The Limited (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties parties have no prior agreements (as to indemnification or otherwise), each Party party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Partyparty, with any reasonable requests of the other Party party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW VMware (or any of its Subsidiaries or any of its or their respective officers or directors) or Retail Ventures Dell Technologies (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority or arbitration panel Governmental Authority with respect to which the Parties have no prior agreements (as to indemnification or otherwise), the Party (and its Subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party’s expense, with any reasonable requests by the other Party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of associates or employees as witnesses). In the event that DSW VMware (or any of its Subsidiaries or any of its or their respective officers or directors) and Retail Ventures Dell Technologies (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority or arbitration panel Governmental Authority with respect to which the Parties have no prior agreements (as to indemnification or otherwise), each Party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Party, with any reasonable requests of the other Party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW Blackhawk (or any of its Subsidiaries or any of its or their respective officers or directors) or Retail Ventures Safeway (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority Governmental Authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), the Party (and its Subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party’s expense, with any reasonable requests by the other Party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of associates or employees as witnesses). In the event that DSW Blackhawk (or any of its Subsidiaries or any of its or their respective officers or directors) and Retail Ventures Safeway (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority Governmental Authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), each Party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Party, with any reasonable requests of the other Party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW Abercrombie & Fitch (or any of its Subsidiaries or any of its or their respective officers or directors) or Retail Ventures The Limited (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties parties have no prior agreements (as to indemnification or otherwise), the Party party (and its Subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party’s party's expense, with any reasonable requests by the other Party party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of associates or employees as witnesses). In the event that DSW Abercrombie & Fitch (or any of its Subsidiaries or any of its or their respective officers or directors) and Retail Ventures The Limited (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties parties have no prior agreements (as to indemnification or otherwise), each Party party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Partyparty, with any reasonable requests of the other Party party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

Future Litigation and Other Proceedings. In the event that DSW CMC (or any of its Subsidiaries or any of its or their respective officers or directors) or Retail Ventures UOL (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority Governmental Authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), the Party (and its Subsidiaries and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party’s 's expense, with any reasonable requests by the other Party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of associates or employees as witnesses). In the event that DSW CMC (or any of its Subsidiaries or any of its or their respective officers or directors) and Retail Ventures or UOL (or any of its Subsidiaries or any of its or their respective officers or directors) at any time after the date hereof initiate initiates or become becomes subject to any litigation or other proceedings before any governmental authority Governmental Authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), each Party the Parties (and its their officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Party, with any reasonable requests of the other Party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).