Common use of Management of Existing Actions Clause in Contracts

Management of Existing Actions. This Section 6.11 shall govern the management and direction of certain pending Actions in which members of the Nuance Group or the SpinCo Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II. (a) From and after the Distribution, the SpinCo Group shall direct the defense or prosecution of any Actions set forth on Schedule XVII. (b) From and after the Distribution, the Nuance Group shall direct the defense or prosecution of any Actions set forth on Schedule XVIII. (c) From and after the Distribution, the Parties shall separately but cooperatively manage (whether as co-defendants or co-plaintiffs) any Actions set forth on Schedule XIX (“Joint 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 Joint 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 Joint Action. Notwithstanding anything to the contrary herein, and except as set forth on Schedule XIX, 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 Joint Action; provided that the Parties shall bear their own discovery costs and shall share equally joint litigation costs. In any Joint Action, each of Nuance and SpinCo may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the Nuance Business or the SpinCo Business, respectively; provided that each Party shall in good faith make reasonable best efforts to avoid adverse effects on the other Party. (d) To the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action are hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The Parties and their respective Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation. (e) No Party managing an Action (the “Managing Party”) pursuant to this Section 6.11 shall consent to entry of any judgment or enter into any settlement of any such Action without the prior written consent of the other Party (the “Non-Managing Party”) (not to be unreasonably withheld, conditioned or delayed); provided, however, that such Non-Managing Party, including, in the case of a Joint Action, any co-defendant or co-plaintiff, shall be required to consent to such entry of judgment or to such settlement that the Managing Party may recommend if the judgment or settlement: (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person; (ii) involves only monetary relief which the Managing Party has agreed to pay; and (iii) includes a full and unconditional release of the Non-Managing Party and its applicable related Persons. Notwithstanding the foregoing, in no event shall a Non-Managing Party be required to consent to an entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against the Non-Managing Party’s Group (other than the determination of equitable relief incidental to the granting of monetary relief).

Management of Existing Actions. This Section 6.11 7.10 shall govern the management and direction of certain pending Actions or existing Third-Party Claims set forth in Schedule XXII, Schedule XXIII or Schedule XXIV, in which members of the Nuance Honeywell Group or the SpinCo Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article IIII unless otherwise expressly set forth in this Section 7.10. (a) From and after the Distribution, the SpinCo Group shall direct the defense or prosecution of any Actions or Third-Party Claims set forth on Schedule XVIIXXII. (b) From and after the Distribution, the Nuance Honeywell Group shall direct the defense or prosecution of any Actions or Third-Party Claims set forth on Schedule XVIIIXXIII. (c) From and after the Distribution, the Parties shall separately but cooperatively manage (whether as co-defendants or co-plaintiffs) any Actions or Third-Party Claims set forth on in Schedule XIX XXIV (“Joint 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 Joint Actions such that the appropriate member of each Party or Group is party thereto. The Parties shall reasonably cooperate and consult with each other andother, 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 Joint Action. Notwithstanding anything to the contrary herein, and except as set forth on in Schedule XIXXXIV, the Parties may jointly retain counsel (in which case the cost of counsel shall be shared equally by the PartiesParties in accordance with the allocation of Liabilities set forth in Article II) or retain separate counsel (in which case each Party will bear the cost of its separate counsel) with respect to any Joint Action; provided that the Parties shall bear their own discovery costs and shall share equally joint litigation costscosts in accordance with the allocation of Liabilities set forth in Article II. In any Joint Action, each of Nuance Honeywell and SpinCo may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the Nuance Honeywell Business or the SpinCo Business, respectively; provided that each Party shall in good faith make reasonable best efforts to avoid adverse effects on the other Party. (d) To the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action are or Third-Party Claim is hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The Parties and their respective Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation. (e) No Party managing an Action (the “Managing Party”) or Third-Party Claim pursuant to this Section 6.11 7.10 shall consent to entry of any judgment or enter into any settlement of any such Action or Third-Party Claim without the prior written consent of the other Party (the “Non-Managing Party”) (not to be unreasonably withheld, conditioned or delayed); provided, however, that such Nonnon-Managing Party, including, in the case of a Joint Action, any co-defendant or co-plaintiff, managing Party shall be required to consent to such entry of judgment or to such settlement that the Managing managing Party may recommend if the judgment or settlement: settlement (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person; , (ii) involves only monetary relief which the Managing managing Party has agreed to pay; pay and (iii) includes a full and unconditional release of the Nonnon-Managing Party and its applicable related Personsmanaging Party. Notwithstanding the foregoing, in no event shall a Nonnon-Managing managing Party be required to consent to an entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary nonmonetary relief to be entered, directly or indirectly, against the Nonnon-Managing managing Party’s Group (other than the determination of equitable relief incidental to the granting of monetary relief)Group.

Management of Existing Actions. This Section 6.11 6.10 shall govern the management and direction of certain pending Actions in which members of the Nuance Honeywell Group or the SpinCo Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article IIII unless otherwise expressly set forth in this Section 6.10. (a) From and after the Distribution, the SpinCo Group shall direct the defense or prosecution of any Actions set forth on Schedule XVIIXVIII. (b) From and after the Distribution, the Nuance Honeywell Group shall direct the defense or prosecution of any Actions set forth on Schedule XVIIIXIX. (c) From and after the Distribution, the Parties shall separately but cooperatively manage (whether as co-defendants or co-plaintiffs) any Actions set forth on in Schedule XIX XX (“Joint 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 Joint Actions such that the appropriate member of each Party or Group is party thereto. The Parties shall reasonably cooperate and consult with each other andother, 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 Joint Action. Notwithstanding anything to the contrary herein, and except as set forth on in Schedule XIXXX, 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 Joint Action; provided that the Parties shall bear their own discovery costs and shall share equally joint litigation costs. In any Joint Action, each of Nuance Honeywell and SpinCo may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the Nuance Honeywell Business or the SpinCo Business, respectively; provided that each Party shall in good faith make reasonable best efforts to avoid adverse effects on the other Party. (d) To the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action are hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The Parties and their respective Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation. (e) No Party managing an Action (the “Managing Party”) pursuant to this Section 6.11 6.10 shall consent to entry of any judgment or enter into any settlement of any such Action without the prior written consent of the other Party (the “Non-Managing Party”) (not to be unreasonably withheld, conditioned or delayed); provided, however, that such Nonnon-Managing Party, including, in the case of a Joint Action, any co-defendant or co-plaintiff, managing Party shall be required to consent to such entry of judgment or to such settlement that the Managing managing Party may recommend if the judgment or settlement: settlement (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person; , (ii) involves only monetary relief which the Managing managing Party has agreed to pay; pay and (iii) includes a full and unconditional release of the Nonnon-Managing Party and its applicable related Personsmanaging Party. Notwithstanding the foregoing, in no event shall a Nonnon-Managing managing Party be required to consent to an entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary nonmonetary relief to be entered, directly or indirectly, against the Nonnon-Managing managing Party’s Group (other than the determination of equitable relief incidental to the granting of monetary relief)Group.

Management of Existing Actions. This Section 6.11 7.10 shall govern the management and direction of certain pending Actions in which members of the Nuance Honeywell Group or the SpinCo Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article IIII unless otherwise expressly set forth in this Section 7.10. (a) From and after the Distribution, the SpinCo Group shall direct the defense or prosecution of any Actions set forth on Schedule XVIIXXII. (b) From and after the Distribution, the Nuance Honeywell Group shall direct the defense or prosecution of any Actions set forth on Schedule XVIIIXXIII. (c) From and after the Distribution, the Parties shall separately but cooperatively manage (whether as co-defendants or co-plaintiffs) any Actions set forth on in Schedule XIX XXIV (“Joint 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 Joint Actions such that the appropriate member of each Party or Group is party thereto. The Parties shall reasonably cooperate and consult with each other andother, 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 Joint Action. Notwithstanding anything to the contrary herein, and except as set forth on in Schedule XIXXXIV, 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 Joint Action; provided that the Parties shall bear their own discovery costs and shall share equally joint litigation costs. In any Joint Action, each of Nuance Honeywell and SpinCo may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the Nuance Honeywell Business or the SpinCo Business, respectively; provided that each Party shall in good faith make reasonable best efforts to avoid adverse effects on the other Party. (d) To the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action are hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The Parties and their respective Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation. (e) No Party managing an Action (the “Managing Party”) pursuant to this Section 6.11 7.10 shall consent to entry of any judgment or enter into any settlement of any such Action without the prior written consent of the other Party (the “Non-Managing Party”) (not to be unreasonably withheld, conditioned or delayed); provided, however, that such Non-Managing Party, including, in the case of a Joint Action, any co-defendant or co-plaintiff, shall be required to consent to such entry of judgment or to such settlement that the Managing Party may recommend if the judgment or settlement: (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person; (ii) involves only monetary relief which the Managing Party has agreed to pay; and (iii) includes a full and unconditional release of the Non-Managing Party and its applicable related Persons. Notwithstanding the foregoing, in no event shall a Non-Managing Party be required to consent to an entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary nonmonetary relief to be entered, directly or indirectly, against the Non-Managing other Party’s Group (other than the determination of equitable relief incidental to the granting of monetary relief)Group.

Management of Existing Actions. This Section 6.11 6.10 shall govern the management and direction of certain pending Actions in which members of the Nuance Honeywell Group or the SpinCo Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article IIII unless otherwise expressly set forth in this Section 6.10. (a) From and after the Distribution, the SpinCo Group shall direct the defense or prosecution of any Actions set forth on Schedule XVIIXVIII. (b) From and after the Distribution, the Nuance Honeywell Group shall direct the defense or prosecution of any Actions set forth on Schedule XVIIIXIX. (c) From and after the Distribution, the Parties shall separately but cooperatively manage (whether as co-defendants or co-plaintiffs) any Actions set forth on in Schedule XIX XX (“Joint 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 Joint Actions such that the appropriate member of each Party or Group is party thereto. The Parties shall reasonably cooperate and consult with each other andother, 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 Joint Action. Notwithstanding anything to the contrary herein, and except as set forth on in Schedule XIXXX, 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 Joint Action; provided that the Parties shall bear their own discovery costs and shall share equally joint litigation costs. In any Joint Action, each of Nuance Honeywell and SpinCo may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the Nuance Honeywell Business or the SpinCo Business, respectively; provided that each Party shall in good faith make reasonable best efforts to avoid adverse effects on the other Party. (d) To the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action are hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The Parties and their respective Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation. (e) No Party managing an Action (the “Managing Party”) pursuant to this Section 6.11 6.10 shall consent to entry of any judgment or enter into any settlement of any such Action without the prior written consent of the other Party (the “Non-Managing Party”) (not to be unreasonably withheld, conditioned or delayed); provided, however, that such Non-Managing Party, including, in the case of a Joint Action, any co-defendant or co-plaintiff, shall be required to consent to ) if such entry of judgment or to such settlement that the Managing Party may recommend if the judgment or settlement: (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person; (ii) involves only monetary relief which the Managing Party has agreed to pay; and (iii) includes a full and unconditional release of the Non-Managing Party and its applicable related Persons. Notwithstanding the foregoing, in no event shall a Non-Managing Party be required to consent to an entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary nonmonetary relief to be entered, directly or indirectly, against the Non-Managing other Party’s Group (other than the determination of equitable relief incidental to the granting of monetary relief)Group.

Management of Existing Actions. This Section 6.11 7.10 shall govern the management and direction of certain pending Actions in which members of the Nuance Honeywell Group or the SpinCo Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article IIII unless otherwise expressly set forth in this Section 7.10. (a) From and after the Distribution, the SpinCo Group shall direct the defense or prosecution of any Actions set forth on Schedule XVIIXXII. (b) From and after the Distribution, the Nuance Honeywell Group shall direct the defense or prosecution of any Actions set forth on Schedule XVIIIXXIII. (c) From and after the Distribution, the Parties shall separately but cooperatively manage (whether as co-defendants or co-plaintiffs) any Actions set forth on in Schedule XIX XXIV (“Joint 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 Joint Actions such that the appropriate member of each Party or Group is party thereto. The Parties shall reasonably cooperate and consult with each other andother, 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 Joint Action. Notwithstanding anything to the contrary herein, and except as set forth on in Schedule XIXXXIV, 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 Joint Action; provided that the Parties shall bear their own discovery costs and shall share equally joint litigation costs. In any Joint Action, each of Nuance Honeywell and SpinCo may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the Nuance Honeywell Business or the SpinCo Business, respectively; provided that each Party shall in good faith make reasonable best efforts to avoid adverse effects on the other Party. (d) To the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action are hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The Parties and their respective Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation. (e) No Party managing an Action (the “Managing Party”) pursuant to this Section 6.11 7.10 shall consent to entry of any judgment or enter into any settlement of any such Action without the prior written consent of the other Party (the “Non-Managing Party”) (not to be unreasonably withheld, conditioned or delayed); provided, however, that such Nonnon-Managing Party, including, in the case of a Joint Action, any co-defendant or co-plaintiff, managing Party shall be required to consent to such entry of judgment or to such settlement that the Managing managing Party may recommend if the judgment or settlement: settlement (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person; , (ii) involves only monetary relief which the Managing managing Party has agreed to pay; pay and (iii) includes a full and unconditional release of the Nonnon-Managing Party and its applicable related Personsmanaging Party. Notwithstanding the foregoing, in no event shall a Nonnon-Managing managing Party be required to consent to an entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary nonmonetary relief to be entered, directly or indirectly, against the Nonnon-Managing managing Party’s Group (other than the determination of equitable relief incidental to the granting of monetary relief)Group.