Common use of Joint Actions Clause in Contracts

Joint Actions. (i) As of the Distribution Date, Demand Media shall, and, as applicable, shall cause the other Demand Media Entities to (A) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 6.1(f) and any applicable future Joint Actions; (B) notify Rightside of material litigation developments related to the Joint Actions; and (C) agree not to file any cross claim or institute separate legal proceedings against Rightside in relation to the Joint Actions; provided, however, that if it becomes clear that a Joint Action relates primarily to the Rightside Business then from and after such time such Joint Action shall instead be deemed to be a Rightside Action subject to Section 6.1(a) above, and Rightside shall promptly reimburse Demand Media for any costs or expenses incurred by Demand Media in connection with such Joint Action pursuant to Section 6.1(f)(iii); provided, further, that if it becomes clear that a Joint Action relates primarily to the Demand Media Business then from and after such time such Joint Action shall instead be deemed to be an Demand Media Action subject to Section 6.1(b) above, and Demand Media shall promptly reimburse Rightside for any costs or expenses incurred by Rightside in connection with such Joint Action pursuant to Section 6.1(f)(iii). Demand Media and Rightside shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof. (ii) In a Joint Action, Rightside shall have the right to employ separate counsel to represent it and the other Rightside Entities if Rightside shall have reasonably concluded that (A) there may be a legal defense available to the Rightside Entities that are different from or in addition to those available to Demand Media, (B) representation of both Demand Media (or any Demand Media Entity) and Rightside (or any Rightside Entity) by the same counsel would be inappropriate due to actual or potential differing interests between them, or (C) the Joint Action involves a claim for equitable relief which would restrict or limit the future conduct of Rightside (or any Rightside Entity) or Rightside’s (or any Rightside Entity’s) business or operations, in which case fees and expenses of such counsel incurred by Rightside shall be included in the amounts allocated by Section 6.1(f)(iv). Otherwise, Rightside shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement of any Joint Action, at its own expense. In the event of a conflict in the procedures described in this Section 6.1(f)(ii) and the procedures set forth in Section 5.3(a), the terms of this Section 6.1(f)(ii) will control. (iii) Demand Media shall initially pay all joint attorneys’, accountants’, consultants’, expert witnesses’ and other professionals’ fees and expenses and all other out-of-pocket costs incurred on behalf of itself and Rightside in the investigation, defense and/or evaluation of a Joint Action (“Litigation Expenses”). Demand Media shall periodically furnish to Rightside copies of invoices paid by Demand Media for Litigation Expenses. Within 30 days of Rightside’s receipt of such invoices, Rightside shall pay Demand Media an amount equal to one-half of the Litigation Expenses (or such other share of the Litigation Expenses as reasonably determined by Demand Media), representing Rightside’s estimated share of the Litigation Expenses. For each Joint Action, within 60 days of the final determination of Rightside’s allocation of Liability pursuant to Section 6.1(f)(iv) below, Demand Media shall provide to Rightside a proposed allocation of the Litigation Expenses between Demand Media and Rightside, calculated to be in proportion to Demand Media’s and Rightside’s respective allocated Liability for the settlement or judgment of the Joint Action. If Rightside does not object to the proposed allocation within 60 days, Rightside shall pay to Demand Media, or Demand Media shall pay to Rightside, the amount necessary to true up the amounts contributed by each company to match the allocation of the Litigation Expenses. If Rightside provides Demand Media with a written notice of objection to Demand Media’s allocation of Litigation Expenses within such 60 days, Demand Media and Rightside shall endeavor in good faith to negotiate a mutually agreeable allocation of such Litigation Expenses. If Rightside and Demand Media have not reached a mutually agreeable allocation of such Litigation Expenses within 90 days of Demand Media’s receipt of such objection notice, either Rightside or Demand Media may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII. (iv) Demand Media shall propose an allocation of Liability for any judgment or settlement of a Joint Action, based upon, if available, the allocation identified by a court verdict or, in the event of a settlement, the settling counterparty (i.e., the third party that Demand Media and/or Rightside is entering into a settlement with). If neither is available, Demand Media shall in good faith determine an equitable apportionment of Liability as between Demand Media and Rightside based on the portion of Liability relating primarily to each of the Demand Media Business and Rightside Business, respectively. If Rightside provides Demand Media with a written notice of objection to Demand Media’s allocation of Liability within 60 days of receipt of that allocation, Demand Media and Rightside shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Rightside and Demand Media have not reached a mutually agreeable allocation of such Liability within 90 days of Demand Media’s receipt of such objection notice, either Rightside or Demand Media may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.

Joint Actions. (i) As of the Distribution Date, Demand Media PDL shall, and, as applicable, shall cause the other Demand Media PDL Entities to (A) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 6.1(f) and any applicable future Joint Actions; (B) notify Rightside LENSAR of material litigation developments related to the Joint Actions; and (C) agree not to file any cross claim or institute separate legal proceedings against Rightside LENSAR in relation to the Joint Actions; provided, however, that if it becomes clear that a Joint Action relates primarily to the Rightside LENSAR Business then from and after such time such Joint Action shall instead be deemed to be a Rightside LENSAR Action subject to Section 6.1(a) above, and Rightside LENSAR shall promptly reimburse Demand Media PDL for any costs or expenses incurred by Demand Media PDL in connection with such Joint Action pursuant to Section 6.1(f)(iii); provided, further, that if it becomes clear that a Joint Action relates primarily to the Demand Media PDL Business then from and after such time such Joint Action shall instead be deemed to be an Demand Media a PDL Action subject to Section 6.1(b) above, and Demand Media PDL shall promptly reimburse Rightside LENSAR for any costs or expenses incurred by Rightside LENSAR in connection with such Joint Action pursuant to Section 6.1(f)(iii). Demand Media PDL and Rightside LENSAR shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof. (ii) In a Joint Action, Rightside LENSAR shall have the right to employ separate counsel to represent it and the other Rightside LENSAR Entities if Rightside LENSAR shall have reasonably concluded that (A) there may be a legal defense available to the Rightside LENSAR Entities that are different from or in addition to those available to Demand MediaPDL, (B) representation of both Demand Media PDL (or any Demand Media PDL Entity) and Rightside LENSAR (or any Rightside LENSAR Entity) by the same counsel would be inappropriate due to actual or potential differing interests between them, or (C) the Joint Action involves a claim for equitable relief which would restrict or limit the future conduct of Rightside LENSAR (or any Rightside LENSAR Entity) or RightsideLENSAR’s (or any Rightside LENSAR Entity’s) business or operations, in which case fees and expenses of such counsel incurred by Rightside LENSAR shall be included in the amounts allocated by Section 6.1(f)(iv). Otherwise, Rightside LENSAR shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement of any Joint Action, at its own expense. In the event of a conflict in the procedures described in this Section 6.1(f)(ii) and the procedures set forth in Section Sections 5.3(a) - (e), the terms of this Section 6.1(f)(ii) will control. (iii) Demand Media PDL shall initially pay all joint attorneys’, accountants’, consultants’, expert witnesses’ and other professionals’ fees and expenses and all other out-of-pocket costs incurred on behalf of itself and Rightside LENSAR in the investigation, defense and/or evaluation of a Joint Action (“Litigation Expenses”). Demand Media PDL shall periodically furnish to Rightside LENSAR copies of invoices paid by Demand Media PDL for Litigation Expenses. Within 30 days of RightsideLENSAR’s receipt of such invoices, Rightside LENSAR shall pay Demand Media PDL an amount equal to one-half of the Litigation Expenses (or such other share of the Litigation Expenses as reasonably determined by Demand MediaPDL), representing RightsideLENSAR’s estimated share of the Litigation Expenses. For each Joint Action, within 60 days of the final determination of RightsideLENSAR’s allocation of Liability pursuant to Section 6.1(f)(iv) below, Demand Media PDL shall provide to Rightside LENSAR a proposed allocation of the Litigation Expenses between Demand Media PDL and RightsideLENSAR, calculated to be in proportion to Demand MediaPDL’s and RightsideLENSAR’s respective allocated Liability for the settlement or judgment of the Joint Action. If Rightside LENSAR does not object to the proposed allocation within 60 days, Rightside LENSAR shall pay to Demand MediaPDL, or Demand Media PDL shall pay to RightsideLENSAR, the amount necessary to true up the amounts contributed by each company to match the allocation of the Litigation Expenses. If Rightside LENSAR provides Demand Media PDL with a written notice of objection to Demand MediaPDL’s allocation of Litigation Expenses within such 60 days, Demand Media PDL and Rightside LENSAR shall endeavor in good faith to negotiate a mutually agreeable allocation of such Litigation Expenses. If Rightside LENSAR and Demand Media PDL have not reached a mutually agreeable allocation of such Litigation Expenses within 90 days of Demand MediaPDL’s receipt of such objection notice, either Rightside LENSAR or Demand Media PDL may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII. (iv) Demand Media PDL shall propose an allocation of Liability for any judgment or settlement of a Joint Action, based upon, if available, the allocation identified by a court verdict or, in the event of a settlement, the settling counterparty (i.e., the third party that Demand Media PDL and/or Rightside LENSAR is entering into a settlement with). If neither is available, Demand Media PDL shall in good faith determine an equitable apportionment of Liability as between Demand Media PDL and Rightside LENSAR based on the portion of Liability relating primarily to each of the Demand Media PDL Business and Rightside LENSAR Business, respectively. If Rightside LENSAR provides Demand Media PDL with a written notice of objection to Demand MediaPDL’s allocation of Liability within 60 days of receipt of that allocation, Demand Media PDL and Rightside LENSAR shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Rightside LENSAR and Demand Media PDL have not reached a mutually agreeable allocation of such Liability within 90 days of Demand MediaPDL’s receipt of such objection notice, either Rightside LENSAR or Demand Media PDL may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.

Joint Actions. (i) As of the Distribution Date, Demand Media Integra shall, and, as applicable, shall cause the other Demand Media Integra Entities to (A) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 6.1(f) and any applicable future Joint Actions; (B) notify Rightside SeaSpine of material litigation developments related to the Joint Actions; and (C) agree not to file any cross claim or institute separate legal proceedings against Rightside SeaSpine in relation to the Joint Actions; provided, however, that if it becomes clear that a Joint Action relates primarily to the Rightside SeaSpine Business then from and after such time such Joint Action shall instead be deemed to be a Rightside SeaSpine Action subject to Section 6.1(a) above, and Rightside SeaSpine shall promptly reimburse Demand Media Integra for any costs or expenses incurred by Demand Media Integra in connection with such Joint Action pursuant to Section 6.1(f)(iii); provided, further, that if it becomes clear that a Joint Action relates primarily to the Demand Media Integra Business then from and after such time such Joint Action shall instead be deemed to be an Demand Media Integra Action subject to Section 6.1(b) above, and Demand Media Integra shall promptly reimburse Rightside SeaSpine for any costs or expenses incurred by Rightside SeaSpine in connection with such Joint Action pursuant to Section 6.1(f)(iii). Demand Media Integra and Rightside SeaSpine shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof. (ii) In a Joint Action, Rightside SeaSpine shall have the right to employ separate counsel to represent it and the other Rightside SeaSpine Entities if Rightside SeaSpine shall have reasonably concluded that (A) there may be a legal defense available to the Rightside SeaSpine Entities that are different from or in addition to those available to Demand MediaIntegra, (B) representation of both Demand Media Integra (or any Demand Media Integra Entity) and Rightside SeaSpine (or any Rightside SeaSpine Entity) by the same counsel would be inappropriate due to actual or potential differing interests between them, or (C) the Joint Action involves a claim for equitable relief which would restrict or limit the future conduct of Rightside SeaSpine (or any Rightside SeaSpine Entity) or RightsideSeaSpine’s (or any Rightside SeaSpine Entity’s) business or operations, in which case fees and expenses of such counsel incurred by Rightside SeaSpine shall be included in the amounts allocated by Section 6.1(f)(iv). Otherwise, Rightside SeaSpine shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement of any Joint Action, at its own expense. In the event of a conflict in the procedures described in this Section 6.1(f)(ii) and the procedures set forth in Section Sections 5.3(a) - (e), the terms of this Section 6.1(f)(ii) will control. (iii) Demand Media Integra shall initially pay all joint attorneys’, accountants’, consultants’, expert witnesses’ and other professionals’ fees and expenses and all other out-of-pocket costs incurred on behalf of itself and Rightside SeaSpine in the investigation, defense and/or evaluation of a Joint Action (“Litigation Expenses”). Demand Media Integra shall periodically furnish to Rightside SeaSpine copies of invoices paid by Demand Media Integra for Litigation Expenses. Within 30 days of RightsideSeaSpine’s receipt of such invoices, Rightside SeaSpine shall pay Demand Media Integra an amount equal to one-half of the Litigation Expenses (or such other share of the Litigation Expenses as reasonably determined by Demand MediaIntegra), representing RightsideSeaSpine’s estimated share of the Litigation Expenses. For each Joint Action, within 60 days of the final determination of RightsideSeaSpine’s allocation of Liability pursuant to Section 6.1(f)(iv) below, Demand Media Integra shall provide to Rightside SeaSpine a proposed allocation of the Litigation Expenses between Demand Media Integra and RightsideSeaSpine, calculated to be in proportion to Demand MediaIntegra’s and RightsideSeaSpine’s respective allocated Liability for the settlement or judgment of the Joint Action. If Rightside SeaSpine does not object to the proposed allocation within 60 days, Rightside SeaSpine shall pay to Demand MediaIntegra, or Demand Media Integra shall pay to RightsideSeaSpine, the amount necessary to true up the amounts contributed by each company to match the allocation of the Litigation Expenses. If Rightside SeaSpine provides Demand Media Integra with a written notice of objection to Demand MediaIntegra’s allocation of Litigation Expenses within such 60 days, Demand Media Integra and Rightside SeaSpine shall endeavor in good faith to negotiate a mutually agreeable allocation of such Litigation Expenses. If Rightside SeaSpine and Demand Media Integra have not reached a mutually agreeable allocation of such Litigation Expenses within 90 days of Demand MediaIntegra’s receipt of such objection notice, either Rightside SeaSpine or Demand Media Integra may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII. (iv) Demand Media Integra shall propose an allocation of Liability for any judgment or settlement of a Joint Action, based upon, if available, the allocation identified by a court verdict or, in the event of a settlement, the settling counterparty (i.e., the third party that Demand Media Integra and/or Rightside SeaSpine is entering into a settlement with). If neither is available, Demand Media Integra shall in good faith determine an equitable apportionment of Liability as between Demand Media Integra and Rightside SeaSpine based on the portion of Liability relating primarily to each of the Demand Media Integra Business and Rightside SeaSpine Business, respectively. If Rightside SeaSpine provides Demand Media Integra with a written notice of objection to Demand MediaIntegra’s allocation of Liability within 60 days of receipt of that allocation, Demand Media Integra and Rightside SeaSpine shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Rightside SeaSpine and Demand Media Integra have not reached a mutually agreeable allocation of such Liability within 90 days of Demand MediaIntegra’s receipt of such objection notice, either Rightside SeaSpine or Demand Media Integra may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.

Joint Actions. (i) As of the Distribution Date, Demand Media Integra shall, and, as applicable, shall cause the other Demand Media Integra Entities to (A) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 6.1(f) and any applicable future Joint Actions; (B) notify Rightside SeaSpine of material litigation developments related to the Joint Actions; and (C) agree not to file any cross claim or institute separate legal proceedings against Rightside SeaSpine in relation to the Joint Actions; provided, however, that if it becomes clear that a Joint Action relates primarily to the Rightside SeaSpine Business then from and after such time such Joint Action shall instead be deemed to be a Rightside SeaSpine Action subject to Section 6.1(a) above, and Rightside SeaSpine shall promptly reimburse Demand Media Integra for any costs or expenses incurred by Demand Media Integra in connection with such Joint Action pursuant to Section 6.1(f)(iii); provided, further, that if it becomes clear that a Joint Action relates primarily to the Demand Media Integra Business then from and after such time such Joint Action shall instead be deemed to be an Demand Media Integra Action subject to Section 6.1(b) above, and Demand Media Integra shall promptly reimburse Rightside SeaSpine for any costs or expenses incurred by Rightside SeaSpine in connection with such Joint Action pursuant to Section 6.1(f)(iii). Demand Media Integra and Rightside SeaSpine shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof. (ii) In a Joint Action, Rightside SeaSpine shall have the right to employ separate counsel to represent it and the other Rightside SeaSpine Entities if Rightside SeaSpine shall have reasonably concluded that (A) there may be a legal defense available to the Rightside SeaSpine Entities that are different from or in addition to those available to Demand MediaIntegra, (B) representation of both Demand Media Integra (or any Demand Media Integra Entity) and Rightside SeaSpine (or any Rightside SeaSpine Entity) by the same counsel would be inappropriate due to actual or potential differing interests between them, or (C) the Joint Action involves a claim for equitable relief which would restrict or limit the future conduct of Rightside SeaSpine (or any Rightside SeaSpine Entity) or RightsideSeaSpine’s (or any Rightside SeaSpine Entity’s) business or operations, in which case fees and expenses of such counsel incurred by Rightside SeaSpine shall be included in the amounts allocated by Section 6.1(f)(iv). Otherwise, Rightside SeaSpine shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement of any Joint Action, at its own expense. In the event of a conflict in the procedures described in this Section 6.1(f)(ii) and the procedures set forth in Section Sections 5.3(a) - (e), the terms of this Section 6.1(f)(ii) will control. (iii) Demand Media Integra shall initially pay all joint attorneys’, accountants’, consultants’, expert witnesses’ and other professionals’ fees and expenses and all other out-of-pocket costs incurred on behalf of itself and Rightside SeaSpine in the investigation, defense and/or evaluation of a Joint Action (“Litigation Expenses”). Demand Media Integra shall periodically furnish to Rightside SeaSpine copies of invoices paid by Demand Media Integra for Litigation Expenses. Within 30 days of RightsideSeaSpine’s receipt of such invoices, Rightside SeaSpine shall pay Demand Media Integra an amount equal to one-half of the Litigation Expenses (or such other share of the Litigation Expenses as reasonably determined by Demand MediaIntegra), representing RightsideSeaSpine’s estimated share of the Litigation Expenses. For each Joint Action, within 60 days of the final determination of RightsideSeaSpine’s allocation of Liability pursuant to Section 6.1(f)(iv) below, Demand Media Integra shall provide to Rightside SeaSpine a proposed allocation of the Litigation Expenses between Demand Media Integra and RightsideSeaSpine, calculated to be in proportion to Demand MediaIntegra’s and RightsideSeaSpine’s respective allocated Liability for the settlement or judgment of the Joint Action. If Rightside SeaSpine does not object to the proposed allocation within 60 days, Rightside SeaSpine shall pay to Demand MediaIntegra, or Demand Media Integra shall pay to RightsideSeaSpine, the amount necessary to true up the amounts contributed by each company to match the allocation of the Litigation Expenses. If Rightside SeaSpine provides Demand Media Integra with a written notice of objection to Demand MediaIntegra’s allocation of Litigation Expenses within such 60 days, Demand Media Integra and Rightside SeaSpine shall endeavor in good faith to negotiate a mutually agreeable allocation of such Litigation Expenses. If Rightside SeaSpine and Demand Media Integra have not reached a mutually agreeable allocation of such Litigation Expenses within 90 days of Demand MediaIntegra’s receipt of such objection notice, either Rightside SeaSpine or Demand Media Integra may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII. (iv) Demand Media Integra shall propose an allocation of Liability for any judgment or settlement of a Joint Action, based upon, if available, the allocation identified by a court verdict or, in the event of a settlement, the settling counterparty (i.e., the third party that Demand Media Integra and/or Rightside SeaSpine is entering into a settlement with). If neither is available, Demand Media Integra shall in good faith determine an equitable apportionment of Liability as between Demand Media Integra and Rightside SeaSpine based on the portion of Liability relating primarily to each of the Demand Media Integra Business and Rightside SeaSpine Business, respectively. If Rightside SeaSpine provides Demand Media Integra with a written notice of objection to Demand MediaIntegra’s allocation of Liability within 60 days of receipt of that allocation, Demand Media Integra and Rightside SeaSpine shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Rightside SeaSpine and Demand Media Integra have not reached a mutually agreeable allocation of such Liability within 90 days of Demand MediaIntegra’s receipt of such objection notice, either Rightside SeaSpine or Demand Media Integra may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.

Joint Actions. (i) As of the Distribution Date, Demand Media shall, and, as applicable, shall cause the other Demand Media Entities to (A) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 6.1(f) and any applicable future Joint Actions; (B) notify Rightside of material litigation developments related to the Joint Actions; and (C) agree not to file any cross claim or institute separate legal proceedings against Rightside in relation to the Joint Actions; provided, however, that if it becomes clear that a Joint Action relates primarily to the Rightside Business then from and after such time such Joint Action shall instead be deemed to be a Rightside Action subject to Section 6.1(a) above, and Rightside shall promptly reimburse Demand Media for any costs or expenses incurred by Demand Media in connection with such Joint Action pursuant to Section 6.1(f)(iii); provided, further, that if it becomes clear that a Joint Action relates primarily to the Demand Media Business then from and after such time such Joint Action shall instead be deemed to be an Demand Media Action subject to Section 6.1(b) above, and Demand Media shall promptly reimburse Rightside for any costs or expenses incurred by Rightside in connection with such Joint Action pursuant to Section 6.1(f)(iii). Demand Media and Rightside shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof. (ii) In a Joint Action, Rightside shall have the right to employ separate counsel to represent it and the other Rightside Entities if Rightside shall have reasonably concluded that (A) there may be a legal defense available to the Rightside Entities that are different from or in addition to those available to Demand Media, (B) representation of both Demand Media (or any Demand Media Entity) and Rightside (or any Rightside Entity) by the same counsel would be inappropriate due to actual or potential differing interests between them, or (C) the Joint Action involves a claim for equitable relief which would restrict or limit the future conduct of Rightside (or any Rightside Entity) or Rightside’s (or any Rightside Entity’s) business or operations, in which case fees and expenses of such counsel incurred by Rightside shall be included in the amounts allocated by Section 6.1(f)(iv). Otherwise, Rightside shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement of any Joint Action, at its own expense. In the event of a conflict in the procedures described in this Section 6.1(f)(ii) and the procedures set forth in Section 5.3(a), the terms of this Section 6.1(f)(ii) will control. (iii) Demand Media shall initially pay all joint attorneys’, accountants’, consultants’, expert witnesses’ and other professionals’ fees and expenses and all other out-of-pocket costs incurred on behalf of itself and Rightside in the investigation, defense and/or evaluation of a Joint Action (“Litigation Expenses”). Demand Media shall periodically furnish to Rightside copies of invoices paid by Demand Media for Litigation Expenses. Within 30 days of Rightside’s receipt of such invoices, Rightside shall pay Demand Media an amount equal to one-half of the Litigation Expenses (or such other share of the Litigation Expenses as reasonably determined by Demand Media), representing Rightside’s estimated share of the Litigation Expenses. For each Joint Action, within 60 days of the final determination of Rightside’s allocation of Liability pursuant to Section 6.1(f)(iv) below, Demand Media shall provide to Rightside a proposed allocation of the Litigation Expenses between Demand Media and Rightside, calculated to be in proportion to Demand Media’s and Rightside’s respective allocated Liability for the settlement or judgment of the Joint Action. If Rightside does not object to the proposed allocation within 60 days, Rightside shall pay to Demand Media, or Demand Media shall pay to Rightside, the amount necessary to true up the amounts contributed by each company to match the allocation of the Litigation Expenses. If Rightside provides Demand Media with a written notice of objection to Demand Media’s allocation of Litigation Expenses within such 60 days, Demand Media and Rightside shall endeavor in good faith to negotiate a mutually agreeable allocation of such Litigation Expenses. If Rightside and Demand Media have not reached a mutually agreeable allocation of such Litigation Expenses within 90 days of Demand Media’s receipt of such objection notice, either Rightside or Demand Media may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII. (iv) Demand Media shall propose an allocation of Liability for any judgment or settlement of a Joint Action, based upon, if available, the allocation identified by a court verdict or, in the event of a settlement, the settling counterparty (i.e., the third party that Demand Media and/or Rightside is entering into a settlement with). If neither is available, Demand Media shall in good faith determine an equitable apportionment of Liability as between Demand Media and Rightside based on the portion of Liability relating primarily to each of the Demand Media Business and Rightside Business, respectively. If Rightside provides Demand Media with a written notice of objection to Demand Media’s allocation of Liability within 60 days of receipt of that allocation, Demand Media and Rightside shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Rightside and Demand Media have not reached a mutually agreeable allocation of such Liability within 90 days of Demand Media’s receipt of such objection notice, either Rightside or Demand Media may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.

Joint Actions. (i) i. As of the Distribution Date, Demand Media PDL shall, and, as applicable, shall cause the other Demand Media PDL Entities to (A) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 6.1(f) and any applicable future Joint Actions; (B) notify Rightside LENSAR of material litigation developments related to the Joint Actions; and (C) agree not to file any cross claim or institute separate legal proceedings against Rightside LENSAR in relation to the Joint Actions; provided, however, that if it becomes clear that a Joint Action relates primarily to the Rightside LENSAR Business then from and after such time such Joint Action shall instead be deemed to be a Rightside LENSAR Action subject to Section 6.1(a) above, and Rightside LENSAR shall promptly reimburse Demand Media PDL for any costs or expenses incurred by Demand Media PDL in connection with such Joint Action pursuant to Section 6.1(f)(iii); provided, further, that if it becomes clear that a Joint Action relates primarily to the Demand Media PDL Business then from and after such time such Joint Action shall instead be deemed to be an Demand Media a PDL Action subject to Section 6.1(b) above, and Demand Media PDL shall promptly reimburse Rightside LENSAR for any costs or expenses incurred by Rightside LENSAR in connection with such Joint Action pursuant to Section 6.1(f)(iii). Demand Media PDL and Rightside LENSAR shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof. (ii) . In a Joint Action, Rightside LENSAR shall have the right to employ separate counsel to represent it and the other Rightside LENSAR Entities if Rightside LENSAR shall have reasonably concluded that (A) there may be a legal defense available to the Rightside LENSAR Entities that are different from or in addition to those available to Demand MediaPDL, (B) representation of both Demand Media PDL (or any Demand Media PDL Entity) and Rightside LENSAR (or any Rightside LENSAR Entity) by the same counsel would be inappropriate due to actual or potential differing interests between them, or (C) the Joint Action involves a claim for equitable relief which would restrict or limit the future conduct of Rightside LENSAR (or any Rightside LENSAR Entity) or RightsideLENSAR’s (or any Rightside LENSAR Entity’s) business or operations, in which case fees and expenses of such counsel incurred by Rightside LENSAR shall be included in the amounts allocated by Section 6.1(f)(iv). Otherwise, Rightside LENSAR shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement of any Joint Action, at its own expense. In the event of a conflict in the procedures described in this Section 6.1(f)(ii) and the procedures set forth in Section Sections 5.3(a) - (e), the terms of this Section 6.1(f)(ii) will control. (iii) Demand Media . PDL shall initially pay all joint attorneys’, accountants’, consultants’, expert witnesses’ and other professionals’ fees and expenses and all other out-of-pocket costs incurred on behalf of itself and Rightside LENSAR in the investigation, defense and/or evaluation of a Joint Action (“Litigation Expenses”). Demand Media PDL shall periodically furnish to Rightside LENSAR copies of invoices paid by Demand Media PDL for Litigation Expenses. Within 30 days of RightsideLENSAR’s receipt of such invoices, Rightside LENSAR shall pay Demand Media PDL an amount equal to one-half of the Litigation Expenses (or such other share of the Litigation Expenses as reasonably determined by Demand MediaPDL), representing RightsideLENSAR’s estimated share of the Litigation Expenses. For each Joint Action, within 60 days of the final determination of RightsideLENSAR’s allocation of Liability pursuant to Section 6.1(f)(iv) below, Demand Media PDL shall provide to Rightside LENSAR a proposed allocation of the Litigation Expenses between Demand Media PDL and RightsideLENSAR, calculated to be in proportion to Demand MediaPDL’s and RightsideLENSAR’s respective allocated Liability for the settlement or judgment of the Joint Action. If Rightside LENSAR does not object to the proposed allocation within 60 days, Rightside LENSAR shall pay to Demand MediaPDL, or Demand Media PDL shall pay to RightsideLENSAR, the amount necessary to true up the amounts contributed by each company to match the allocation of the Litigation Expenses. If Rightside LENSAR provides Demand Media PDL with a written notice of objection to Demand MediaPDL’s allocation of Litigation Expenses within such 60 days, Demand Media PDL and Rightside LENSAR shall endeavor in good faith to negotiate a mutually agreeable allocation of such Litigation Expenses. If Rightside LENSAR and Demand Media PDL have not reached a mutually agreeable allocation of such Litigation Expenses within 90 days of Demand MediaPDL’s receipt of such objection notice, either Rightside LENSAR or Demand Media PDL may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII. (iv) Demand Media . PDL shall propose an allocation of Liability for any judgment or settlement of a Joint Action, based upon, if available, the allocation identified by a court verdict or, in the event of a settlement, the settling counterparty (i.e., the third party that Demand Media PDL and/or Rightside LENSAR is entering into a settlement with). If neither is available, Demand Media PDL shall in good faith determine an equitable apportionment of Liability as between Demand Media PDL and Rightside LENSAR based on the portion of Liability relating primarily to each of the Demand Media PDL Business and Rightside LENSAR Business, respectively. If Rightside LENSAR provides Demand Media PDL with a written notice of objection to Demand MediaPDL’s allocation of Liability within 60 days of receipt of that allocation, Demand Media PDL and Rightside LENSAR shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Rightside LENSAR and Demand Media PDL have not reached a mutually agreeable allocation of such Liability within 90 days of Demand MediaPDL’s receipt of such objection notice, either Rightside LENSAR or Demand Media PDL may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.