Common use of Notice to Third Parties; Service of Process; Cooperation Clause in Contracts

Notice to Third Parties; Service of Process; Cooperation. (a) The Parties shall, and shall cause the members of their respective Groups to, promptly notify their respective agents for service of process and all other necessary Persons, including plaintiffs and courts, of the Distribution and shall provide instructions for proper service of legal process and other documents. (b) The Parties shall, and shall cause the members of their respective Groups to, use their reasonable best efforts to deliver to each other any legal process or other documents incorrectly served upon them or their agents as soon as possible following receipt. (c) If either Party or any members of its Group receives notice or otherwise learns of the assertion of a Joint Litigation Matter, such Party or member of such Party’s Group shall give the other Party or the applicable members of such other Party’s Group written notice of such Joint Litigation Matter in reasonable detail. The failure to give notice under this subsection shall not relieve either Party (or any member of its Group) of its Liability for any Joint Litigation Matter as provided hereunder or under any Ancillary Agreement, except to the extent such Party is actually prejudiced by the failure to give such notice. The Parties and the members of their respective Groups shall be deemed to be on notice of any Joint Litigation Matter pending prior to the Distribution Effective Time.

Appears in 3 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Tribune Publishing Co), Separation and Distribution Agreement (Tribune Publishing Co)

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Notice to Third Parties; Service of Process; Cooperation. (a) The Parties shall, SHC and LE shall cause the members of their respective Groups to, SHC Entities and the LE Entities to promptly notify their respective agents for service of process and all other necessary Personsparties, including plaintiffs and courts, of the Distribution Separation and shall provide instructions for proper service of legal process and other documents. (b) The Parties LE and SHC shall, and shall cause the members of their respective Groups to, use their reasonable best efforts to deliver to each other any legal process or other documents incorrectly served upon them or their agents as soon as possible practical following receipt. (c) If either Party any party hereto or any members of its Group receives notice or otherwise learns of the assertion of a Joint Litigation Matter, such Party party or member of such Party’s its Group shall give the other Party or the applicable members of such other Party’s Group party hereto written notice of such Joint Litigation Matter in reasonable detail. The failure to give notice under this subsection shall not relieve either Party any party hereto (or any member of its Group) of its Liability for any Joint Litigation Matter as provided hereunder or under any Ancillary Agreement, except to the extent such Party party is actually prejudiced by the failure to give such notice. The Parties and the members of their respective Groups parties hereto shall be deemed to be on notice of any Joint Litigation Matter pending prior to the Distribution Effective Time.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Lands End Inc), Separation and Distribution Agreement (Lands End Inc), Separation and Distribution Agreement (Lands End Inc)

Notice to Third Parties; Service of Process; Cooperation. (a) The Parties shall, HyperScale and ACC shall cause the members of their respective Groups to, HyperScale Entities and ACC to promptly notify their respective agents for service of process and all other necessary Personsparties, including plaintiffs and courts, of the Distribution Separation and shall provide instructions for proper service of legal process and other documents. (b) The Parties shall, ACC and HyperScale shall and shall cause the members of their respective Groups to, use their reasonable best efforts to deliver to each other any legal process or other documents incorrectly served upon them or their agents as soon as possible practical following receipt. (c) If either any Party hereto or any members of its Group receives notice or otherwise learns of the assertion of a Joint Litigation Matter, such Party or member of such Party’s its Group shall give the other Party or the applicable members of such other Party’s Group hereto written notice of such Joint Litigation Matter in reasonable detail. The failure to give notice under this subsection shall not relieve either any Party hereto (or any member of its Group) of its Liability for any Joint Litigation Matter as provided hereunder or under any Ancillary Related Agreement, except to the extent such Party is actually prejudiced by the failure to give such notice. The Parties and the members of their respective Groups parties hereto shall be deemed to be on notice of any Joint Litigation Matter pending prior to the Distribution Effective Time.

Appears in 1 contract

Samples: Separation and Distribution Agreement (American Cannabis Company, Inc.)

Notice to Third Parties; Service of Process; Cooperation. (a) The Parties shall, and shall cause the members of their respective Groups to, to promptly notify their respective agents for service of process and all other necessary Personsparties, including plaintiffs and courts, of the Distribution and shall provide instructions for proper service of legal process and other documents. (b) The Parties shall, and shall cause the members of their respective Groups to, use their reasonable best efforts to deliver to each other any legal process or other documents incorrectly served upon them or their agents as soon as possible following receipt. (c) If either any Party or any members of its Group receives notice or otherwise learns of the assertion of a Joint Litigation Matter, such Party or member of such Party’s its Group shall give the Parties of the other Party or the applicable members of such other Party’s Group written notice of such Joint Litigation Matter in reasonable detail. The failure to give notice under this subsection shall not relieve either any Party (or any member of its Group) of its Liability for any Joint Litigation Matter as provided hereunder or under any Ancillary Agreement, except to the extent such Party is actually prejudiced by the failure to give such notice. The Parties and the members of their respective Groups shall be deemed to be on notice of any Joint Litigation Matter pending prior to the Distribution Effective Time.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Servicemaster Co, LLC)

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Notice to Third Parties; Service of Process; Cooperation. (a) The Parties shall, EATC UT and EATC NV shall cause the members of their respective Groups to, EATC UT Entities and the EATC NV Entities to promptly notify their respective agents for service of process and all other necessary Personsparties, including plaintiffs and courts, of the Distribution Separation and shall provide instructions for proper service of legal process and other documents. (b) The Parties EATC NV and EATC UT shall, and shall cause the members of their respective Groups to, use their reasonable best efforts to deliver to each other any legal process or other documents incorrectly served upon them or their agents as soon as possible practical following receipt. (c) If either Party any party hereto or any members of its Group receives notice or otherwise learns of the assertion of a Joint Litigation Matter, such Party party or member of such Party’s its Group shall give the other Party or the applicable members of such other Party’s Group party hereto written notice of such Joint Litigation Matter in reasonable detail. The failure to give notice under this subsection shall not relieve either Party any party hereto (or any member of its Group) of its Liability for any Joint Litigation Matter as provided hereunder or under any Ancillary Agreementhereunder, except to the extent such Party party is actually prejudiced by the failure to give such notice. The Parties and the members of their respective Groups parties hereto shall be deemed to be on notice of any Joint Litigation Matter pending prior to the Distribution Effective Time.

Appears in 1 contract

Samples: Asset Transfer and Dividend Distribution Agreement (Energy Alliance Technology Corp)

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