Common use of Litigation and Settlement Cooperation Clause in Contracts

Litigation and Settlement Cooperation. Prior to the Second Trigger Date, each of Citigroup and Primerica will keep each other informed of any threatened or filed third-party action, claim or dispute (except for any third-party action, claim or dispute alleging infringement or other violation of or by any trademarks owned by any member of the Citigroup Affiliate Group or by Primerica or one of its Subsidiaries) (“Third-Party Action”) against a member of the Citigroup Affiliated Group, or Primerica (the “Primary Litigant”) or one of its Subsidiaries in which the other party (the “Secondary Litigant”) is named by the third party. If the Secondary Litigant wishes to participate in the settlement of the Third-Party Action, the Secondary Litigant will be responsible for a portion of any such settlement obligation and any incremental cost (as mutually agreed by the Primary Litigant and the Secondary Litigant). If it is determined by the Primary Litigant and the Secondary Litigant that the Secondary Litigant is only named in the Third-Party Action because of its relationship with the Primary Litigant (as current or former Affiliate), then the Primary Litigant will bear all costs and settlement obligations. The parties agree to cooperate in the defense and settlement of any Third-Party Action which primarily relates to matters, actions, events or occurrences taking place prior to the Second Trigger Date. Prior to the Second Trigger Date, both Primerica and Citigroup will use their reasonable best efforts to (i) make the necessary filings to permit each party to defend its own interests in any Third-Party Action and (ii) cooperate with one another to ensure that information that has been generated in the course of the defense of the Third-Party Actions is transferred to the party requiring such information as soon as practicable.

Litigation and Settlement Cooperation. (a) Prior to the Second Trigger Date, each of Citigroup Liberty Mutual and Primerica Agency Markets will use its reasonable best efforts to keep each other informed and include the other party in the settlement of any threatened or filed third-party action, claim or dispute (except for any third-party action, claim or dispute alleging infringement or other violation of or by any trademarks owned by any member of the Citigroup Affiliate Group or by Primerica or one of its Subsidiaries) (“Third-Party Action”) against a member of the Citigroup Liberty Mutual Affiliated Group, or Primerica Agency Markets or one of its Subsidiaries (the in each case, a “Primary Litigant”) or one of its Subsidiaries in which involves the other party (the “Secondary Litigant”) is named by the third party. If the Secondary Litigant wishes to participate ); provided, however, that each of Liberty Mutual and Agency Markets agree that it shall be responsible, if, in the settlement case of Liberty Mutual, it or a member of the Third-Party ActionLiberty Mutual Affiliated Group is a Secondary Litigant, or, in the case of Agency Markets, it or one of its Subsidiaries is a Secondary Litigant will be responsible Litigant, for a portion the applicable share of any such settlement obligation and any incremental cost (as mutually agreed reasonably determined by the Primary Litigant) to the Primary Litigant and of including the Secondary Litigant)Litigant in such settlement. If it is determined by the Primary Litigant and the Secondary Litigant that the Secondary Litigant is only named in the Third-Party Action because of its relationship with the Primary Litigant (as current or former Affiliate), then Liberty Mutual, if it or a member of the Liberty Mutual Affiliated Group is the Primary Litigant Litigant, or Agency Markets, if it or one of its Subsidiaries is the Primary Litigant, will bear all costs and settlement obligations. The parties agree to cooperate in the defense and settlement of any Third-Party Action which primarily relates to matters, actions, events or occurrences taking place prior to the Second Trigger Date. Prior to the Second Trigger Date, both Primerica Agency Markets and Citigroup Liberty Mutual will use their reasonable best efforts to (i) make the necessary filings to permit each party to defend its own interests in any Third-Party Action and (ii) cooperate with one another to ensure that information that has been generated in the course of the defense of the Third-Party Actions is transferred to the party requiring such information as soon as practicable.