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) As of the Closing Date, CBI and CONVERGYS will form the Contingent Claim Committee for the purpose of resolving any disagreement among the parties as to whether: (i) any claim or right is a Contingent Gain; (ii) any Contingent Gain is a Shared Contingent Gain, an Exclusive CBI Contingent Gain or an Exclusive CONVERGYS Contingent Gain; (iii) any liability is a Contingent Liability; or (iv) any Contingent Liability is a Shared Contingent Liability, an Exclusive CBI Contingent Liability, or an Exclusive CONVERGYS Contingent Liability. (b) Any of the parties may refer any potential Contingent Gains or Contingent Liabilities to the Contingent Claim Committee for resolution of a disagreement described in Section 7.6(a) and the Contingent Claim Committee's determination (which shall be made within 30 days of such referral), if unanimous, 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 unanimous determination as to the nature or status of any such Contingent Liabilities or Contingent Gains within 30 days after such referral, the issue will be submitted for arbitration

Procedures to Determine Status of Contingent Liability or Contingent Gain. (a) As With respect to the Actions set forth on SCHEDULE 5.06, and with respect to any other matters not set forth on SCHEDULES 5.01(d), 5.01(e), 5.01(h), 5.01(i), 5.01(k) OR 5.01(l) (regardless of the Closing Datewhether such matters are currently pending but not set forth on such Schedules or are asserted or filed hereafter), CBI Allergan and CONVERGYS AMO will form the Contingent Claim Committee for the purpose of resolving any disagreement among the parties as to whether: (i) any claim or right is a Contingent Gain; (ii) any Contingent Gain is a Shared Contingent Gain, an Exclusive CBI Allergan Contingent Gain or an Exclusive CONVERGYS AMO Contingent Gain; (iii) any liability Liability is a Contingent Liability; or (iv) any Contingent Liability is a Shared Contingent Liability, an Exclusive CBI Allergan Contingent Liability, Liability or an Exclusive CONVERGYS AMO Contingent Liability. (b) Any of the parties may refer any potential Contingent Gains or Contingent Liabilities to the Contingent Claim Committee for resolution of a disagreement as described in Section 7.6(a5.06(a) and if the Contingent Claim Committee's Committee reaches a determination (which shall be made within 30 days of such referral), if unanimous, 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 unanimous determination as to the nature or status of any such Contingent Liabilities or Contingent Gains claims or rights within 30 days after such referral, then the issue will be submitted to the respective General Counsels of Allergan and AMO for arbitrationdetermination. If the 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) As of the Closing Date, CBI and CONVERGYS will form the Contingent Claim Committee for the purpose of resolving any disagreement among the parties as to whether: (i) any claim or right is a Contingent Gain; (ii) any Contingent Gain is a Shared Contingent Gain, an Exclusive CBI Contingent Gain or an Exclusive CONVERGYS Contingent Gain; (iii) any liability is a Contingent Liability; or (iv) any Contingent Liability is a Shared Contingent Liability, an Exclusive CBI Contingent Liability, or an Exclusive CONVERGYS Contingent Liability. (b) Any of the parties may refer any potential Contingent Gains or Contingent Liabilities to the Contingent Claim Committee for resolution of a disagreement described in Section 7.6(a) and the Contingent Claim Committee's determination (which shall be made within 30 days of such referral), if unanimous, 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 unanimous determination as to the nature or status of any such Contingent Liabilities or Contingent Gains within 30 days after such referral, the issue will be submitted for arbitrationarbitration pursuant to the procedures set forth in Article 12 of this Agreement. The outcome of the arbitration pursuant to Article 12 shall be final and binding on all parties and their respective successors and assigns. The Contingent Claim Committee shall consist of one member of the CBI Group and one member of the CONVERGYS Group.