Common use of Litigation and Settlement Cooperation Clause in Contracts

Litigation and Settlement Cooperation. (a) Prior to the Second Trigger Date, each of Liberty Mutual and 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 (“Third-Party Action”) against a member of the Liberty Mutual Affiliated Group, or Agency Markets or one of its Subsidiaries (in each case, a “Primary Litigant”) which involves the other party (the “Secondary Litigant”); provided, however, that each of Liberty Mutual and Agency Markets agree that it shall be responsible, if, in the case of Liberty Mutual, it or a member of the Liberty Mutual Affiliated Group is a Secondary Litigant, or, in the case of Agency Markets, it or one of its Subsidiaries is a Secondary Litigant, for the applicable share of any such settlement obligation and any incremental cost (as reasonably determined by the Primary Litigant) to the Primary Litigant of including the Secondary 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, 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 Agency Markets and 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. (b) For a period of one year following the Second Trigger Date, and except in the case of a legal or other proceeding by (i) Agency Markets or any of its Subsidiaries against any member of the Liberty Mutual Affiliated Group or (ii) any member of the Liberty Mutual Affiliated Group against Agency Markets or any of its Subsidiaries, Agency Markets and Liberty Mutual shall use their reasonable best efforts to make available to each other, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith. (c) Notwithstanding ARTICLE IX hereof, prior to the Second Trigger Date, consistent with applicable fiduciary duties to its insureds, each of Liberty Mutual and Agency Markets will use its reasonable best efforts to and will cause each of its respective Affiliates and Subsidiaries to continue to follow all guidelines, policies and dispute resolution procedures in effect prior to the Effective Date with respect to the resolution of any disputes between a member of the Liberty Mutual Affiliated Group on the one hand and Agency Markets or its Subsidiaries on the other.

Litigation and Settlement Cooperation. (a) Prior to the Second Trigger Date, each of Liberty Mutual Citigroup and Agency Markets Primerica 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 Liberty Mutual Citigroup Affiliated Group, or Agency Markets Primerica (the “Primary Litigant”) or one of its Subsidiaries (in each case, a “Primary Litigant”) which involves the other party (the “Secondary Litigant”); provided, however, that each of Liberty Mutual and Agency Markets agree that it shall be responsible, if, ) is named by the third party. If the Secondary Litigant wishes to participate in the case of Liberty Mutual, it or a member settlement of the Liberty Mutual Affiliated Group is Third-Party Action, the Secondary Litigant will be responsible for a Secondary Litigant, or, in the case of Agency Markets, it or one of its Subsidiaries is a Secondary Litigant, for the applicable share portion of any such settlement obligation and any incremental cost (as reasonably determined mutually agreed by the Primary Litigant) to the Primary Litigant of including and the Secondary Litigant in such settlementLitigant). 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, or Agency Markets, if it or one of its Subsidiaries is the Primary Litigant, 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 Agency Markets Primerica and Liberty Mutual 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. (b) For a period of one year following the Second Trigger Date, and except in the case of a legal or other proceeding by (i) Agency Markets or any of its Subsidiaries against any member of the Liberty Mutual Affiliated Group or (ii) any member of the Liberty Mutual Affiliated Group against Agency Markets or any of its Subsidiaries, Agency Markets and Liberty Mutual shall use their reasonable best efforts to make available to each other, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith. (c) Notwithstanding ARTICLE IX hereof, prior to the Second Trigger Date, consistent with applicable fiduciary duties to its insureds, each of Liberty Mutual and Agency Markets will use its reasonable best efforts to and will cause each of its respective Affiliates and Subsidiaries to continue to follow all guidelines, policies and dispute resolution procedures in effect prior to the Effective Date with respect to the resolution of any disputes between a member of the Liberty Mutual Affiliated Group on the one hand and Agency Markets or its Subsidiaries on the other.