Common use of Litigation and Settlement Cooperation Clause in Contracts

Litigation and Settlement Cooperation. (a) With respect to any claim or demand made against any member of either the Travelport Affiliated Group or the OWW Affiliated Group (each, a “Third Party Claim”) that implicates at least one member of each of the Travelport Affiliated Group and the OWW Affiliated Group in a material fashion due to the allocation of Losses, responsibilities for management of defense and related indemnities pursuant to this Agreement, the Parties agree to use reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for the applicable parties the attorney-client privilege, joint defense or other privilege with respect thereto). The Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. (b) Travelport and OWW agree that at all times henceforth, if an action is commenced by a third party with respect to which any member of either the Travelport Affiliated Group or the OWW Affiliated Group is a nominal defendant and/or such action is otherwise not a Loss allocated to any such Party under this Agreement, then such member of the Travelport Affiliated Group or the OWW Affiliated Group, as the case may be, shall use commercially reasonable efforts to cause such nominal defendant to be removed from such action.

Litigation and Settlement Cooperation. (a) With respect to any claim or demand made against any member of either the Travelport Affiliated Group or the OWW Affiliated Group (each, a “Third Party Claim”) that implicates at least one member of each of the Travelport Affiliated Group and the OWW Affiliated Group in a material fashion due to the allocation of Losses, responsibilities for management of defense and related indemnities pursuant to this Agreement, the Parties agree to use reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for the applicable parties the attorney-client privilege, joint defense or other privilege with respect thereto). The Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. (b) Travelport and OWW agree that at all times henceforth, if an action is commenced by a third party with respect to which any member of either the Travelport Affiliated Group or the OWW Affiliated Group is a nominal defendant and/or such action is otherwise not a Loss allocated to any such Party under this Agreement, then such member of the Travelport Affiliated Group or the OWW Affiliated Group, as the case may be, shall use commercially reasonable efforts to cause such nominal defendant to be removed from such action.Travelport