Management of Actions Sample Clauses

Management of Actions. This Section 4.11 shall govern the management and direction of pending and future Actions in which members of the SITC Group or the CURB Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II unless otherwise expressly set forth in this Section 4.11. (a) From and after the Effective Time, the SITC Group shall direct the defense or prosecution of any Actions that constitute only SITC Liabilities or involve only SITC Assets. (b) From and after the Effective Time, the CURB Group shall direct the defense or prosecution of any Actions that constitute only CURB Liabilities or involve only CURB Assets. (c) From and after the Effective Time, any Actions that involve or constitute both a SITC Asset or SITC Liability, on the one hand, and a CURB Asset or a CURB Liability, on the other hand (such Actions, the “Mixed Actions”) shall be managed by the Party with the greater financial exposure with respect thereto (taking into account the provisions of this Article IV), as determined in good faith by the Parties; provided that if a Mixed Action involves the pursuit of criminal penalties or injunctive or other equitable relief (other than any such injunctive or other equitable relief that is solely incidental to the granting of money damages) against the other Party, any other member of the other Party’s Group or any of their respective stockholders or their Representatives, the other Party shall be entitled to control the defense of the applicable claims against the other Party, any other member of the other Party’s Group or any of their respective stockholders or Representatives. The Parties shall cooperate in good faith and take all reasonable actions to provide for any appropriate joinder or change in named parties to such Mixed Actions such that the appropriate Party or member of such Party’s Group is party thereto. The Parties shall reasonably cooperate and consult with each other and, to the extent permissible and necessary or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, joint defense or other privilege with respect to any Mixed Action. The Party managing a Mixed Action shall, on a quarterly basis, or if a material development occurs as soon as reasonably practicable thereafter, inform the other Party of the status of and developments relating to such Mixed Action and provide copies of any material documents, notices...

Management of Actions. This Section 6.12 shall govern the management and direction of pending and future Actions in which members of the J&J Group or the Kenvue Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II. (a) From and after the Separation Closing, the Kenvue Group shall direct the defense or prosecution of, and otherwise manage, any (i) Actions set forth on Schedule XI and (ii) Actions (other than Actions set forth on Schedule XII or Schedule XIII) that solely relate to (A) the Kenvue Business, Kenvue Liabilities or Kenvue Assets or (B) activities of the Kenvue Group following the Separation (such Actions in clauses (i) and (ii), “Kenvue Actions”). If a member of the J&J Group is named as a party or otherwise made subject to any Kenvue Action, (x) Kenvue and J&J shall use their reasonable best efforts to have Kenvue substituted for such member of the J&J Group (or to otherwise cause such member of the J&J Group to be removed as a party to such Kenvue Action) and (y) such member of the J&J Group shall not admit any liability with respect to, or settle, compromise or discharge, such Kenvue Action without the prior written consent of Kenvue (such consent not to be unreasonably withheld, conditioned or delayed). (b) From and after the Separation Closing, the J&J Group shall direct the defense or prosecution of, and otherwise manage, any (i) Actions set forth on Schedule XII and (ii) Actions (other than Actions set forth on Schedule XI or Schedule XIII) that solely relate to (A) the J&J Business, J&J Liabilities or J&J Assets or (B) activities of the J&J Group following the Separation (such Actions in clauses (i) and (ii), “J&J Actions”). If a member of the Kenvue Group is named as a party or otherwise made subject to any J&J Action, (x) J&J and Kenvue shall use their reasonable best efforts to have J&J substituted for such member of the Kenvue Group (or to otherwise cause such member of the Kenvue Group to be removed as a party to such Kenvue Action) and (y) such member of the Kenvue Group shall not admit any liability with respect to, or settle, compromise or discharge, such J&J Action without the prior written consent of J&J (such consent not to be unreasonably withheld, conditioned or delayed). (c) From and after the Separation Closing, the Parties shall separately but cooperatively manage (including as co-defendants or co-plaintiffs or Actions in which only one Party is named) any (i) Actions set forth in Schedule XIII a...

Management of Actions. This Section 6.10 shall govern the direction of pending and future Actions in which members of the SpinCo Group or the Moon Group are named as parties (other than Actions governed by the Tender Agreement, which shall be governed thereby and Indemnity Claims subject to Section 6.5 unless otherwise expressly provided therein), but shall not alter the allocation of Liabilities set forth in Article II unless expressly set forth in this Section 6.10.

Management of Actions. This Section 6.10 shall govern the management and direction of pending and future Actions in which members of the Xerox Group or the Conduent Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II unless otherwise expressly set forth in this Section 6.10. (a) From and after the Distribution, the Conduent Group shall direct the defense or prosecution of any (i) Actions set forth on Schedule XII and (ii) Actions (other than Actions set forth on Schedule XII, Schedule XIII or Schedule XIV) that constitute only Conduent Liabilities or involve only Conduent Assets. If an Action that constitutes only a Conduent Liability or involves only Conduent Assets is commenced after the Distribution naming a member of the Xerox Group as a party thereto, then Conduent shall use its reasonable best efforts to cause such member of the Xerox Group to be removed as a party to such Action and Xerox shall use reasonable best efforts to cooperate with Conduent’s effort. (b) From and after the Distribution, the Xerox Group shall direct the defense or prosecution of any (i) Actions set forth on Schedule XIII and (ii) Actions (other than Actions set forth on Schedule XII, Schedule XIII or Schedule XIV) that constitute only Xerox Liabilities or involve only Xerox Assets. If an Action that constitutes only a Xerox Liability or involves only Xerox Assets is commenced after the Distribution naming a member of the Conduent Group as a party thereto, then Xerox shall use its reasonable best efforts to cause such member of the Conduent Group to be removed as a party to such Action and Conduent shall use reasonable best efforts to cooperate with Xerox’s effort. (c) From and after the Distribution, the Parties shall separately but cooperatively manage (whether as co-defendants or co-plaintiffs) any (i) Actions set forth in Schedule XIV and (ii) Actions (other than Actions set forth on Schedule XII, Schedule XIII or Schedule XIV) that constitute both a Xerox Asset or Xerox Liability, on the one hand, and a Conduent Asset or a Conduent Liability, on the other hand (clauses (i) and (ii), the “Mixed Actions”). The Parties shall reasonably cooperate and consult with each other, and to the extent permissible and necessary or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, joint defense or other privilege with respect to any Mixed Action. Notwithstanding a...

Management of Actions. This Section 6.12 shall govern the management and direction of pending and future Actions in which members of the DTE Energy Group or the DT Midstream Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II unless otherwise expressly set forth in this Section 6.12. (a) From and after the Distribution, the DT Midstream Group shall direct the defense or prosecution of any (i) Actions set forth on Schedule XI and (ii) Actions (other than Actions set forth on Schedule XI, Schedule XII or Schedule XIII) that constitute only DT Midstream Liabilities or involve only DT Midstream Assets. (b) From and after the Distribution, the DTE Energy Group shall direct the defense or prosecution of any (i) Actions set forth on Schedule XII and (ii) Actions (other than Actions set forth on Schedule XI, Schedule XII or Schedule XIII) that constitute only DTE Energy Liabilities or involve only DTE Energy Assets. (c) From and after the Distribution, the Parties shall separately but cooperatively manage (whether as co-defendants or co-plaintiffs) any (i) Actions set forth in Schedule XIII and (ii) Actions (other than Actions set forth on Schedule XI, Schedule XII or Schedule XIII) that constitute both a DTE Energy Asset or DTE Energy Liability, on the one hand, and a DT Midstream Asset or a DT Midstream Liability, on the other hand (such Actions in clauses (i) and (ii), the “Mixed Actions”). The Parties shall cooperate in good faith and take all reasonable actions to provide for any appropriate joinder or change in named parties to such Mixed Actions such that the appropriate member of each Party or Group is party thereto. The Parties shall reasonably cooperate and consult with each other, and to the extent permissible and necessary or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, joint defense or other privilege with respect to any Mixed Action. Notwithstanding anything to the contrary herein, and except as set forth in Schedule XIII, the Parties may jointly retain counsel (in which case the cost of counsel shall be shared equally by the Parties) or retain separate counsel (in which case each Party will bear the cost of its separate counsel) with respect to any Mixed Action; provided that the Parties shall bear their own discovery costs and shall share equally joint litigation costs. In any Mixed Action, each of DTE Energy and DT Mids...

Management of Actions. (i) For any Action (other than any OFCCP matter) arising after the Effective Time: (A) if all Liabilities arising under such Action are allocated pursuant to this Section 2.2 to HP, the direction of such Action shall be governed by Section 6.11(b) of the Separation Agreement, (B) if all Liabilities arising under such Action are allocated pursuant to this Section 2.2 to Enterprise, the direction of such Action shall be governed by Section 6.11(a) of the Separation Agreement, (C) if all Liabilities arising under such Action are allocated pursuant to Section 2.2 equally to HP and Enterprise, the direction of such Action shall be governed by Section 6.12(b) of the Separation Agreement, and (D) except as otherwise provided in the preceding clause (C), if the Liabilities arising under such Action are allocated pursuant to this Section 2.2 in part to HP and in part to Enterprise, the direction of such Action shall be governed by Section 6.11(c) of the Separation Agreement. (ii) Notwithstanding anything herein or in Section 6.11(c) of the Separation Agreement to the contrary, the following framework shall govern the management of Office of Federal Contract Compliance Program (“OFCCP”) matters: (A) The management of the OFCCP matters listed on Schedule 6.11(c) of the Separation Agreement shall be led by the Party designated as “manager” on Schedule 6.11(c) to the Separation Agreement. (B) Those OFFCP matters not listed on Schedule 6.11(c) to the Separation Agreement that arise after the Distribution Date shall initially be managed by either HP or Enterprise, whichever is the primary tenant of the site location at issue in the OFCCP matter, with the other Party providing support and assistance to the managing Party, unless otherwise, or as may subsequently be, reasonably agreed in good faith by HP and Enterprise.

Management of Actions. This Section 6.11 shall govern the direction of pending and future Actions in which members of the Seattle Group or the Houston Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II unless expressly set forth in this Section 6.11.

Management of Actions. This Section 5.9 shall govern the direction of pending and future Actions in which members of the NewCo Group or the Seller Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II unless expressly set forth in this Section 5.9.

Management of Actions. For any Action arising after the Effective Time: (i) if all Liabilities arising under such Action are allocated pursuant to this Section 2.2 to Houston, the direction of such Action shall be governed by Section 6.11(b) of the Separation Agreement, (ii) if all Liabilities arising under such Action are allocated pursuant to this Section 2.2 to Xxxxxxx, the direction of such Action shall be governed by Section 6.11(a) of the Separation Agreement, and (iii) if the Liabilities arising under such Action are allocated pursuant to this Section 2.2 in part to Houston and in part to Xxxxxxx, the direction of such Action shall be governed by Section 6.11(c) or 6.11(d) of the Separation Agreement, as applicable.

Management of Actions. Notwithstanding anything to the contrary herein, Schedule 5.11 shall govern the direction of pending and future Actions in which members of the Parent Group or the SpinCo Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II unless expressly set forth in Schedule 5.11.