Common use of Shared Liabilities Clause in Contracts

Shared Liabilities. Notwithstanding anything to the contrary contained in this Agreement: (a) In order to facilitate the defense of any Shared Liability, the Parties agree that (i) the relevant Parties shall cooperate in the defense of any Shared Liability; (ii) each relevant Party shall be responsible for the costs of its own in-house counsel and other internal personnel in the defense of any Shared Liability; (iii) IAC shall be entitled to control the defense and/or settlement of any Shared Liability, although each relevant Spinco shall be entitled to observe with counsel of its own selection and at its own expense; provided, however, that after the Effective Time IAC shall not settle all or any portion of any Shared Liability unless any remaining Liability of any Spinco and its Affiliates and their respective current and former officers and directors relating to the Shared Liability will be fully released as a result of such settlement. (b) The Parties agree to act in good faith and to use their reasonable best efforts to preserve and maximize the insurance benefits due to be provided under all policies of insurance and to cooperate with one another as necessary to permit each other to access or obtain the benefits under those policies; provided, however, that nothing hereunder shall be construed to prevent any party or any other Person from asserting claims for insurance benefits or accepting insurance benefits provided by the policies. The Parties agree to exchange information upon reasonable request of the other Party regarding requests that they have made for insurance benefits, notices of claims, occurrences and circumstances that they have submitted to the insurance companies or other entities managing the policies, responses they have received from those insurance companies or entities, including any payments they have received from the insurance companies and any agreements by the insurance companies to make payments, and any other information that the Parties may need to determine the status of the insurance policies and the continued availability of benefits thereunder. (c) If any Party receives notice or otherwise learns of the assertion by any person or entity (including a Governmental Authority) of a Shared Liability, that Party shall give the other Parties written notice of such Shared Liability, providing notice of such Shared Liability in reasonable detail. The failure to give notice under this subsection shall not relieve any Party of its Liability for any Shared Liability except to the extent the Party is actually prejudiced by the failure to give such notice. The Parties shall be deemed to be on notice of any Shared Liability pending prior to the Effective Time.

Shared Liabilities. Notwithstanding anything to the contrary contained in this Agreement: (a) In order to facilitate the defense of any Shared Liability, the Parties each of Match and IAC agree that (i) the relevant Parties Match and IAC shall cooperate in the defense of any Shared Liability; (ii) each relevant Party of Match and IAC shall be responsible for the costs of its own in-house counsel and other internal personnel in the defense of any Shared Liability; (iii) IAC shall be entitled to control the defense and/or settlement of any Shared Liability, although each relevant Spinco Match shall be entitled to observe with counsel of its own selection and at its own expense; provided, however, that after the Effective Time IAC shall not settle all or any portion of any Shared Liability unless any remaining Liability of any Spinco Match and its Affiliates and their respective current and former officers and directors relating to the Shared Liability will be fully released as a result of such settlement. (b) The Parties Each of Match and IAC agree to act in good faith and to use their reasonable best efforts to preserve and maximize the insurance benefits due to be provided under all policies of insurance and to cooperate with one another as necessary to permit each other to access or obtain the benefits under those policies; provided, however, that nothing hereunder shall be construed to prevent any party either Party or any other Person from asserting claims for insurance benefits or accepting insurance benefits provided by the policies. The Parties Each of Match and IAC agree to exchange information upon reasonable request of the other Party regarding requests that they have made for insurance benefits, notices of claims, occurrences and circumstances that they have submitted to the insurance companies or other entities managing the policies, responses they have received from those insurance companies or entities, including any payments they have received from the insurance companies and any agreements by the insurance companies to make payments, and any other information that the Parties may need to determine the status of the insurance policies and the continued availability of benefits thereunder. (c) If any Party Match or IAC receives notice or otherwise learns of the assertion by any person or entity (including a Governmental Authority) of a Shared Liability, that Party shall give the other Parties written notice of such Shared Liability, providing notice of such Shared Liability in reasonable detail. The failure to give notice under this subsection shall not relieve any Party of its Liability for any Shared Liability except to the extent the Party is actually prejudiced by the failure to give such notice. The Parties shall be deemed to be on notice of any Shared Liability pending prior to the Effective Time.

Shared Liabilities. Notwithstanding anything to the contrary contained in this Agreement: (a) In order to facilitate the defense of any Shared Liability, the Parties agree that (i) the relevant Parties shall cooperate in the defense of any Shared Liability; (ii) each relevant Party shall be responsible for the costs of its own in-house counsel and other internal personnel in the defense of any Shared Liability; (iii) IAC Expedia shall be entitled to control the defense and/or settlement of any Shared Liability, although each relevant Spinco TripAdvisor shall be entitled to observe with counsel of its own selection and at its own expense; provided, however, that after the Effective Time IAC Expedia shall not settle all or any portion of any Shared Liability unless any remaining Liability of any Spinco TripAdvisor and its Affiliates and their respective current and former officers and directors relating to the Shared Liability will be fully released as a result of such settlement. (b) The Parties agree to act in good faith and to use their reasonable best efforts to preserve and maximize the insurance benefits due to be provided under all policies of insurance and to cooperate with one another as necessary to permit each other to access or obtain the benefits under those policies; provided, however, that nothing hereunder shall be construed to prevent any party or any other Person from asserting claims for insurance benefits or accepting insurance benefits provided by the policies. The Parties agree to exchange information upon reasonable request of the other Party regarding requests that they have made for insurance benefits, notices of claims, occurrences and circumstances that they have submitted to the insurance companies or other entities managing the policies, responses they have received from those insurance companies or entities, including any payments they have received from the insurance companies and any agreements by the insurance companies to make payments, and any other information that the Parties may need to determine the status of the insurance policies and the continued availability of benefits thereunder. (c) If any Party receives notice or otherwise learns of the assertion by any person or entity (including a Governmental Authority) of a Shared Liability, that Party shall give the other Parties Party written notice of such Shared Liability, providing notice of such Shared Liability in reasonable detail. The failure to give notice under this subsection shall not relieve any Party of its Liability for any Shared Liability except to the extent the Party is actually prejudiced by the failure to give such notice. The Parties Expedia and TripAdvisor shall be deemed to be on notice of any Shared Liability pending prior to the Effective Time.

Shared Liabilities. Notwithstanding anything to the contrary contained in this Agreement: (a) In order to facilitate the defense of any Shared Liability, the Parties agree each of NewCo and IAC agrees that (i) the relevant Parties NewCo and IAC shall cooperate in the defense of any Shared Liability; (ii) each relevant Party of NewCo and IAC shall be responsible for the costs of its own in-house counsel and other internal personnel in the defense of any Shared Liability; (iii) IAC shall be entitled to control the defense and/or settlement of any Shared Liability, although each relevant Spinco NewCo shall be entitled to observe with counsel of its own selection and at its own expense; provided, however, that after the Contribution Effective Time IAC shall not settle all or any portion of any Shared Liability unless any remaining Liability of any Spinco NewCo and its Affiliates and their respective current and former officers and directors relating to the Shared Liability will be fully released as a result of such settlement. (b) The Parties agree Each of NewCo and IAC agrees to act in good faith and to use their reasonable best efforts to preserve and maximize the insurance benefits due to be provided under all policies of insurance and to cooperate with one another as necessary to permit each other to access or obtain the benefits under those policies; provided, however, that nothing hereunder shall be construed to prevent any party either Party or any other Person from asserting claims for insurance benefits or accepting insurance benefits provided by the policies. The Parties agree Each of NewCo and IAC agrees to exchange information upon reasonable request of the other Party regarding requests that they have made for insurance benefits, notices of claims, occurrences and circumstances that they have submitted to the insurance companies or other entities managing the policies, responses they have received from those insurance companies or entities, including any payments they have received from the insurance companies and any agreements by the insurance companies to make payments, and any other information that the Parties may need to determine the status of the insurance policies and the continued availability of benefits thereunder. (c) If any Party NewCo or IAC receives notice or otherwise learns of the assertion by any person or entity (including a Governmental Authority) of a Shared Liability, that Party shall give the other Parties written notice of such Shared Liability, providing notice of such Shared Liability in reasonable detail. The failure to give notice under this subsection paragraph (c) shall not relieve any Party of its Liability for any Shared Liability except to the extent the Party is actually prejudiced by the failure to give such notice. The Parties shall be deemed to be on notice of any Shared Liability pending prior to the Contribution Effective Time.

Shared Liabilities. Notwithstanding anything to the contrary contained in this Agreement: (a) In order to facilitate New Hertz Holdings (or one or more members of the defense Hertz Group designated by New Hertz Holdings) shall be the “Managing Party” of any each Shared Liability, . HERC Holdings shall be the Parties agree that (i) the relevant Parties shall cooperate in the defense “Non-Managing Party” of any each Shared Liability; (ii) each relevant . The Managing Party shall be responsible for managing, and shall have the costs of its own in-house counsel and other internal personnel in authority to manage, the defense and resolution (including, subject to Section 5.5(b)(iv), settlement) of a Shared Liability. The Non-Managing Party shall not be entitled to raise as a defense to its obligations to pay any amount in respect of any Shared Liability; Liability that the Non-Managing Party was not consulted in the response to or defense thereof (iiiexcept to the extent such consultation was required under this Agreement), that such party’s views or opinions as to the conduct of such response to or defense or the reasonableness of any settlement were not accepted or adopted, that such party does not approve of the quality or manner of the response to or defense thereof or that such Shared Liability was incurred by reason of a settlement rather than by a judgment or other determination of liability. (b) IAC Any amount owed in respect of any Shared Liability shall be remitted within thirty (30) days after the party entitled to control such amount provides an invoice (including reasonable supporting information with respect thereto) to the defense and/or settlement of party owing such amount. (c) The Non-Managing Party agrees, with respect to any Shared Liability or any Action or other facts related to any Shared Liability, although each relevant Spinco shall be entitled to observe with counsel that none of its own selection public announcements and at none of its own expensereports filed with the SEC shall make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Prior to making any public statement or filing any report with the SEC that references a Shared Liability or any Action or other fact related to a Shared Liability, or responding to any comments of the SEC staff with respect thereto, the Non-Managing Party shall promptly provide the Managing Party with an opportunity to review and comment on such statement, filing or response and shall in good faith consider for inclusion in such statement, filing or response comments reasonably and timely proposed by the Managing Party; provided, however, that after the Effective Time IAC Non-Managing Party shall not settle be obligated to provide the Managing Party with such opportunity if such statement or report contains solely disclosure with respect to the applicable Shared Liability or Action that is substantially similar in all respects to disclosure previously made in accordance with the terms hereof. Without limiting the generality of the foregoing, if any inaccuracy or any portion omission of information relating to any Shared Liability unless any remaining Liability of any Spinco and its Affiliates and their respective current and former officers and directors relating to the Shared Liability will be fully released as a result of such settlement. (b) The Parties agree to act in good faith and to use their reasonable best efforts to preserve and maximize the insurance benefits due to be provided under all policies of insurance and to cooperate with one another as necessary to permit each other to access or obtain the benefits under those policies; provided, however, that nothing hereunder shall be construed to prevent any party or any other Person from asserting claims for insurance benefits or accepting insurance benefits provided by the policies. The Parties agree to exchange information upon reasonable request of the other Party regarding requests that they have made for insurance benefits, notices of claims, occurrences and circumstances that they have submitted to the insurance companies Action or other entities managing the policies, responses they have received from those insurance companies or entities, including any payments they have received from the insurance companies and any agreements by the insurance companies facts related to make payments, and any other information that the Parties may need to determine the status of the insurance policies and the continued availability of benefits thereunder. (c) If any Party receives notice or otherwise learns of the assertion by any person or entity (including a Governmental Authority) of a Shared Liability, that Party shall give the other Parties written notice of such Shared Liability, providing notice of such Shared Liability in reasonable detail. The failure to give notice under this subsection shall not relieve any Party of its Liability for any Shared Liability except to the extent the Party is actually prejudiced discovered by the failure Managing Party or the Non-Managing Party, the correction of which should be set forth in an amendment or supplement to give any public statement or report filed with the SEC in order that such notice. The Parties public statement or report not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, the Non-Managing Party shall be deemed to be on notice of any Shared Liability pending prior to promptly file with the Effective TimeSEC an appropriate amendment or supplement describing such information.

Shared Liabilities. Notwithstanding anything to the contrary contained Except as expressly set forth in this Agreement: , a Local Purchase Agreement, a Transitional Services Agreements, a Local Asset Transfer Agreement (a) In order to facilitate the defense of any Shared Liability, the Parties agree that (i) the relevant Parties shall cooperate in the defense of any Shared Liability; (ii) each relevant Party shall be responsible for the costs of its own in-house counsel and other internal personnel in the defense of any Shared Liability; (iii) IAC shall be entitled to control the defense and/or settlement of any Shared Liability, although each relevant Spinco shall be entitled to observe with counsel of its own selection and at its own expense; provided, however, that after the Effective Time IAC shall not settle all or any portion of any Shared Liability unless any remaining Liability of any Spinco and its Affiliates and their respective current and former officers and directors relating to the Shared Liability will be fully released as a result of such settlement. (b) The Parties agree to act in good faith and to use their reasonable best efforts to preserve and maximize the insurance benefits due to be provided under all policies of insurance and to cooperate with one another as necessary to permit each other to access or obtain the benefits under those policies; provided, however, that nothing hereunder shall be construed to prevent any party or any other Person from asserting claims for insurance benefits or accepting insurance benefits provided by the policies. The Parties agree to exchange information upon reasonable request of the other Party regarding requests that they have made for insurance benefits, notices of claims, occurrences and circumstances that they have submitted to the insurance companies or other entities managing the policies, responses they have received from those insurance companies or entities, including any payments they have received from the insurance companies and any agreements by the insurance companies to make payments, and any other information that the Parties may need to determine the status of the insurance policies and the continued availability of benefits thereunder. (c) If any Party receives notice or otherwise learns of the assertion by any person or entity (including a Governmental Authority) of a Shared Liability, that Party shall give the other Parties written notice of such Shared Liability, providing notice of such Shared Liability in reasonable detail. The failure to give notice under this subsection shall not relieve any Party of its Liability for any Shared Liability except to the extent not inconsistent with this Agreement) or any Related Agreement, all Liabilities other than Liabilities which constitute Shared Contractual Liabilities (which are addressed in Section 5.25) that arise out of the Party is actually prejudiced by businesses, activities or operations of both the failure to give such notice. The Parties DuPont Business and DTI Business shall be deemed to be both an Assumed Liability and a Retained Liability (such Liability, a "SHARED LIABILITY") in each case, to the extent a portion of such Liability can be allocated as such. The foregoing includes, without limitation, Liabilities arising out of the joint operations of Shared Facilities (other than Liabilities that are expressly deemed not to be Assumed Liabilities or Retained Liabilities, as the case may be, pursuant to their respective definitions). Any such Shared Liability (unless otherwise allocated pursuant to this Agreement, a Local Purchase Agreement, a Transitional Services Agreements, a Local Asset Transfer Agreement or a Related Agreement) shall be allocated between the parties as they shall mutually agree. In the event Buyer and DuPont are unable to agree on notice an allocation of any such Shared Liability pending within thirty (30) days of either party first notifying the other in writing that such Shared Liability potentially exists, such dispute shall be resolved by an independent third party selected by mutual agreement of DuPont and Buyer and any determination by such independent third party shall be final and binding upon the parties hereto and their Subsidiaries. The independent third party shall be instructed to allocate such Shared Liability based on relative proportions by which the Liability relates to the DuPont Business, on the one hand, and the DTI Business, on the other hand. Except as expressly set forth in this Agreement or in a Related Agreement, with respect to any product which prior to the Effective TimeClosing Date was manufactured in any respect (including any component thereof) by both the DTI Business and the DuPont Business, any Liability which arises out of, results from or is related to such product (or any component thereof) and which may otherwise be a Shared Liability shall be deemed to be (i) an Assumed Liability if such product was sold by an Asset Seller solely in respect of the DTI Business or by Buyer or any of its Subsidiaries (including any DTI Company) to a third party or (ii) a Retained Liability if such product was sold by DuPont or any of the Retained Subsidiaries solely in respect of the DuPont Business to a third party.