Common use of Procedures to Determine Status of Contingent Liability or Contingent Gain Clause in Contracts

Procedures to Determine Status of Contingent Liability or Contingent Gain. (a) With respect to any other matters not set forth on Schedules to this Agreement (regardless of whether such matters are currently pending but not set forth on such Schedules or are asserted or filed hereafter), Vishay and VPG will form the Contingent Claim Committee for (x) the purpose of resolving whether: (i) any claim or right is a Contingent Gain; (ii) any Contingent Gain is a Shared Contingent Gain, an Exclusive Vishay Contingent Gain or an Exclusive VPG Contingent Gain; (iii) any Liability is a Contingent Liability; or (iv) any Contingent Liability is a Shared Contingent Liability, an Exclusive Vishay Contingent Liability or an Exclusive VPG Contingent Liability. and (y) for the purpose of determining the Shared VPG Percentage and the Shared Vishay Percentage in connection with Shared Contingent Gains and Shared Contingent Liabilities. (i) The parties shall refer any Shared Contingent Gain or Shared Contingent Liability to the Contingent Claim Committee to determine the Shared VPG Percentage and the Shared Vishay Percentage in connection with such Shared Contingent Gain or Shared Contingent Liability and (ii) any of the parties may refer any potential Contingent Gains or Contingent Liabilities to the Contingent Claim Committee for resolution as described in Section 6.5(a) (any such request described in clause (i) or clause (ii), a “Determination Request”). If the Contingent Claim Committee reaches a determination (which shall be made within thirty (30) days of such referral on a matter submitted to the Contingent Claim Committee by any of the parties), then that determination shall be binding on all of the parties and their respective successors and assigns. In the event that the Contingent Claim Committee cannot reach a determination as to (i) the appropriate allocation of Contingent Gains or Contingent Liabilities between the parties in connection with Shared Contingent Gains or Shared Contingent Liabilities, respectively, or (ii) as to the nature or status of any such Contingent Liabilities or Contingent Gains, within thirty (30) days after such referral, then the issue will be submitted to the respective Senior Party Representative of Vishay and VPG for determination. If the Senior Party Representatives cannot reach a determination, then the procedures set forth in Article VIII of this Agreement shall govern.

Procedures to Determine Status of Contingent Liability or Contingent Gain. (a) With respect to the Actions set forth on Schedule 5.06, and with respect to any other matters not set forth on Schedules to this Agreement 5.01(d), 5.01(e), 5.01(h), 5.01(i), 5.01(k) or 5.01(l) (regardless of whether such matters are currently pending but not set forth on such Schedules or are asserted or filed hereafter), Vishay Allergan and VPG AMO will form the Contingent Claim Committee for (x) the purpose of resolving whether: (i) any claim or right is a Contingent Gain; (ii) any Contingent Gain is a Shared Contingent Gain, an Exclusive Vishay Allergan Contingent Gain or an Exclusive VPG AMO Contingent Gain; (iii) any Liability is a Contingent Liability; or (iv) any Contingent Liability is a Shared Contingent Liability, an Exclusive Vishay Allergan Contingent Liability or an Exclusive VPG AMO Contingent Liability. and (y) for the purpose of determining the Shared VPG Percentage and the Shared Vishay Percentage in connection with Shared Contingent Gains and Shared Contingent Liabilities. (ib) The parties shall refer any Shared Contingent Gain or Shared Contingent Liability to the Contingent Claim Committee to determine the Shared VPG Percentage and the Shared Vishay Percentage in connection with such Shared Contingent Gain or Shared Contingent Liability and (ii) any Any of the parties may refer any potential Contingent Gains or Contingent Liabilities to the Contingent Claim Committee for resolution as described in Section 6.5(a5.06(a) (any such request described in clause (i) or clause (ii), a “Determination Request”). If and if the Contingent Claim Committee reaches a determination (which shall be made within thirty (30) 30 days of such referral on a matter submitted to the Contingent Claim Committee by any of the partiesreferral), then that determination shall be binding on all of the parties and their respective successors and assigns. In the event that the Contingent Claim Committee cannot reach a determination as to (i) the appropriate allocation of Contingent Gains or Contingent Liabilities between the parties in connection with Shared Contingent Gains or Shared Contingent Liabilities, respectively, or (ii) as to the nature or status of any such Contingent Liabilities or Contingent Gains, claims or rights within thirty (30) 30 days after such referral, then the issue will be submitted to the respective Senior Party Representative General Counsels of Vishay Allergan and VPG AMO for determination. If the Senior Party Representatives General Counsels cannot reach a determination, then the procedures set forth in Article VIII of this Agreement shall govern. (c) In resolving, with respect to any Action set forth on Schedule 5.06 or any other matter not set forth in Schedules 5.01(d), 5.01(e), 5.01(h), 5.01(i), 5.01(k) or 5.01(l), whether (i) any Contingent Gain is a Shared Contingent Gain, an Exclusive Allergan Contingent Gain or an Exclusive AMO Contingent Gain or (ii) any Contingent Liability is a Shared Contingent Liability, an Exclusive Allergan Contingent Liability or an Exclusive AMO Contingent Liability, the categorization of Contingent Gains and Contingent Liabilities reflected in 5.01(d), 5.01(e), 5.01(h), 5.01(i), 5.01(k) or 5.01(l) shall be considered and used as a presumptive guide.

Procedures to Determine Status of Contingent Liability or Contingent Gain. (a) With respect to the Actions set forth on Schedule 6.5, and with respect to any other matters not set forth on Schedules to this Agreement 1.2, 1.3, 1.4, 1.5, 1.7 or 1.8 (regardless of whether such matters are currently pending but not set forth on such Schedules or are asserted or filed hereafter), Vishay ECC and VPG the Company will form the Contingent Claim Committee for (x) the purpose of resolving whether: (i) any claim or right is a Contingent Gain; (ii) any Contingent Gain is a Shared Contingent Gain, an Exclusive Vishay ECC Contingent Gain or an Exclusive VPG Company Contingent Gain; (iii) any Liability is a Contingent Liability; or (iv) any Contingent Liability is a Shared Contingent Liability, an Exclusive Vishay ECC Contingent Liability or an Exclusive VPG Company Contingent Liability. and (y) for the purpose of determining the Shared VPG Company Percentage and the Shared Vishay ECC Percentage in connection with Shared Contingent Gains and Shared Contingent Liabilities. (i) The the parties hereto shall refer any Shared Contingent Gain or Shared Contingent Liability to the Contingent Claim Committee to determine the Shared VPG Company Percentage and the Shared Vishay ECC Percentage in connection with such Shared Contingent Gain or Shared Contingent Liability and (ii) any of the parties hereto may refer any potential Contingent Gains or Contingent Liabilities to the Contingent Claim Committee for resolution as described in Section 6.5(a) (any such request described in clause (i) or clause (ii), a “Determination Request”). If the Contingent Claim Committee reaches a determination (which shall be made within thirty (30) days of such referral on a matter submitted to the Contingent Claim Committee by any of the partiesparties hereto), then that determination shall be binding on all of the parties hereto and their respective successors and assigns. In the event that the Contingent Claim Committee cannot reach a determination as to (i) the appropriate allocation of Contingent Gains or Contingent Liabilities between the parties hereto in connection with Shared Contingent Gains or Shared Contingent Liabilities, respectively, or (ii) as to the nature or status of any such Contingent Liabilities or Contingent Gains, within thirty (30) days after such referral, then the issue will be submitted to the respective Senior Party Representative of Vishay ECC and VPG the Company for determination. If the Senior Party Representatives cannot reach a determination, then the procedures set forth in Article VIII of this Agreement shall govern.

Procedures to Determine Status of Contingent Liability or Contingent Gain. (a) With respect to the Actions set forth on Schedule 6.5(a), and with respect to any other matters not set forth on Schedules to this Agreement 1.2, 1.3, 1.4, 1.5, 1.7 or 1.8 (regardless of whether such matters are currently pending but not set forth on such Schedules or are asserted or filed hereafter), Vishay and VPG will form the Contingent Claim Committee for (x) the purpose of resolving whether: (i) any claim or right is a Contingent Gain; (ii) any Contingent Gain is a Shared Contingent Gain, an Exclusive Vishay Contingent Gain or an Exclusive VPG Contingent Gain; (iii) any Liability is a Contingent Liability; or (iv) any Contingent Liability is a Shared Contingent Liability, an Exclusive Vishay Contingent Liability or an Exclusive VPG Contingent Liability. and (y) for the purpose of determining the Shared VPG Percentage and the Shared Vishay Percentage in connection with Shared Contingent Gains and Shared Contingent Liabilities. (i) The parties shall refer any Shared Contingent Gain or Shared Contingent Liability to the Contingent Claim Committee to determine the Shared VPG Percentage and the Shared Vishay Percentage in connection with such Shared Contingent Gain or Shared Contingent Liability and (ii) any of the parties may refer any potential Contingent Gains or Contingent Liabilities to the Contingent Claim Committee for resolution as described in Section 6.5(a) (any such request described in clause (i) or clause (ii), a “Determination Request”). If the Contingent Claim Committee reaches a determination (which shall be made within thirty (30) days of such referral on a matter submitted to the Contingent Claim Committee by any of the parties), then that determination shall be binding on all of the parties and their respective successors and assigns. In the event that the Contingent Claim Committee cannot reach a determination as to (i) the appropriate allocation of Contingent Gains or Contingent Liabilities between the parties in connection with Shared Contingent Gains or Shared Contingent Liabilities, respectively, or (ii) as to the nature or status of any such Contingent Liabilities or Contingent Gains, within thirty (30) days after such referral, then the issue will be submitted to the respective Senior Party Representative of Vishay and VPG for determination. If the Senior Party Representatives cannot reach a determination, then the procedures set forth in Article VIII of this Agreement shall govern.