Common use of Third Party Litigation Clause in Contracts

Third Party Litigation. If a Third Party institutes an infringement suit or action against Acorda and/or its Affiliate and/or sublicensee alleging that the manufacture, use or sale of any Licensed Product by Acorda and/or an Affiliate and/or sublicensee, in a country in the Licensed Territory infringes one or more patent or other intellectual property right held by such Third Party (an “Infringement Suit”), Acorda (or such Affiliate or sublicensee) shall have the right to defend and settle such Infringement Suit at its sole expense. In such event, the Parties shall meet (which meeting may at any Party’s request be by telephone conference or videoconference) and discuss in good faith the best defenses to such Infringement Suit, and Institutions shall, subject to being indemnified against any liability and having the right to be separately represented by their own counsel at their own expense, provide Acorda with reasonable assistance and cooperation in defending such Infringement Suit at Acorda’s sole expense. Acorda shall have the right to credit against royalties owed to the Institutions under Sections 3.2 and 3.3 fifty percent (50%) of any costs and expenses of such defense and settlement, but solely to the extent such costs and expenses relate directly to the defense and settlement (if any) of any claims or allegations relating directly to infringement by the Licensed Product. If, however, such Third Party makes a payment to reimburse Acorda (and/or its Affiliate and/or sublicensee) for such costs and expenses of defending such infringement suit or action, then Acorda will pay to Institutions, out of such Third Party payment, a pro rata amount (i.e., the ratio of the amount of the Third Party payment compared to the total defense costs and expenses), but not to exceed the total amount that Acorda credited against royalties owed under the previous sentence. Notwithstanding the foregoing, Acorda (or such Affiliate or sublicensee) Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. shall not settle any such Infringement Suit in a manner that materially adversely impacts the Licensed Patents without Institutions’ prior written consent, such consent not to be unreasonably withheld or delayed. For clarity, any costs and expenses of enforcing Licensed Patents, including those costs relating to the assertion of a counterclaim alleging infringement of Licensed Patents by a Third Party in response to an Infringement Suit, shall not be included in the calculation and allocation of costs and expenses under this Section 7.5, but instead shall be included in the calculation and allocation of costs and expenses under Section 7.1, 7.2 or 7.3, as applicable.

Third Party Litigation. If In the event that a Third Party institutes an a patent or other infringement suit against any of NovaDel, PAR or action against Acorda and/or HANA or any of its Affiliate and/or sublicensee respective Affiliates during the Term, alleging that the manufacture, use or sale of any a Licensed Product by Acorda and/or an Affiliate and/or sublicensee, in a country in the Licensed Territory Territory, infringes one or more patent or other intellectual property right rights held by such Third Party (an “Infringement Suit”), Acorda (or the Parties shall cooperate with one another in defending such Affiliate or sublicensee) suit. PAR, as the NDA holder, shall have the first right to defend direct and settle control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any such Infringement Suit at its sole expense(including settlement negotiations, settlement or compromise thereof). In To the extent that any amounts become payable to any Third Party as a result of such eventaction, the Parties shall meet (which meeting may at any Party’s request be by telephone conference whether through judgment or videoconference) and discuss in good faith the best defenses to such Infringement Suitsettlement, and Institutions then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to being indemnified against any liability and having Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the right to be separately represented by their own counsel at their own expenseExploitation of the Licensed Product; provided, provide Acorda with reasonable assistance and cooperation in defending such Infringement Suit at Acorda’s sole expense. Acorda however, that PAR shall have the right to credit against royalties owed to the Institutions under Sections 3.2 and 3.3 fifty [***] percent (50[***]%) of any costs and expenses of amounts paid by PAR through judgment or settlement with respect to such defense and settlement, but solely country against the royalty payments to be paid by PAR to HANA with respect to the extent such costs and expenses relate directly to the defense and settlement (if any) sale of any claims or allegations relating directly to infringement by the Licensed Product. IfProduct under Section 6.3; provided further, however, such Third Party makes a that no royalty payment to reimburse Acorda (and/or its Affiliate and/or sublicensee) for such costs and expenses of defending such infringement suit or actionwhen due, then Acorda will pay to Institutions, out of such Third Party payment, a pro rata amount (i.e., the ratio regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the Third Party payment compared amounts otherwise owed pursuant to the total defense costs and expenses), but Section 6.3 in any calendar quarter. Credits not to exceed the total amount that Acorda credited against royalties owed under the previous sentenceexhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, Acorda (in the event that no payments are due or such Affiliate owing, or sublicensee) Certain portions contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. shall not settle any such Infringement Suit in a manner that materially adversely impacts the Licensed Patents without Institutions’ prior written consentProduct, then NovaDel shall pay to PAR such consent not amount owed to be unreasonably withheld or delayed. For clarity, any costs and expenses of enforcing Licensed Patents, including those costs relating to the assertion of a counterclaim alleging infringement of Licensed Patents by a Third Party in response up to an Infringement Suita cap of [***]% of such amount owed to such Third Party, shall not be included in the calculation and allocation of costs and expenses less any amount already credited to PAR under this Section 7.510.3. Notwithstanding the foregoing, but instead NovaDel shall be included in have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the calculation and allocation extent such costs, expenses or damages result from the use of costs and expenses under Section 7.1, 7.2 or 7.3, as applicablea Product Trademark.

Third Party Litigation. If In the event that a Third Party institutes an a patent, trade secret, trademark or other infringement suit against Emergent or action against Acorda and/or its Affiliate and/or sublicensee Affiliates or sublicensees during the term of this Agreement, alleging that the manufacture, use or sale practice by Emergent of any Licensed Product by Acorda and/or an Affiliate and/or sublicensee, in a country the HPA Technology in the Licensed Territory exercise of its rights as licensee under this Agreement infringes one or more patent patent, trademark, trade secret or other intellectual property right rights held by such Third Party (an “Infringement Suit”), Acorda then (or such Affiliate or sublicenseei) as between the Parties, Emergent shall have assume direction and control of the defense of claims arising therefrom (including the right to defend settle such claims at its sole discretion), and settle (ii) Emergent may withhold and deposit into an interest-bearing escrow account [**] percent ([**]%) of all amounts that Emergent would otherwise be obligated to pay to HPA pursuant to Article V (the “Escrowed Amount”), and Emergent’s payment obligations to HPA under Article V shall be reduced accordingly, until such time as a final, non-appealable judgment is rendered with respect to such Infringement Suit at by a court of competent jurisdiction, or the time permitted for appeal of a final, appealable judgment has lapsed (the “Final Judgment”). If Final Judgment is rendered in favor of Emergent (or its sole expense. In Affiliates or sublicensees, as the case may be), then Emergent shall pay to HPA, within ten days after the entry of such eventjudgment, the Parties shall meet (which meeting full amount of the Escrowed Amount. If the Final Judgment is rendered partially or entirely in favor of such Third Party, then Emergent may at any Party’s request be by telephone conference or videoconference) and discuss apply the Escrowed Amount to the payment of its defense costs in good faith the best defenses to such Infringement Suit, and Institutions shall, subject to being indemnified against any liability and having the right to be separately represented by their own counsel at their own expense, provide Acorda connection with reasonable assistance and cooperation in defending such Infringement Suit at Acorda’s sole expense. Acorda shall have the right to credit against royalties owed and to the Institutions under Sections 3.2 payment of any award it is required to pay pursuant to such Final Judgment. If the Escrowed Amount exceeds such defense costs and 3.3 fifty award then Emergent, within ten (10) days following the date of the Final Judgment, shall remit to HPA the amount of such excess. If the Escrowed Amount does not equal or exceed the amount of such defense costs and award, then from and after the date of the Final Judgment, Emergent shall be entitled to withhold [**] percent (50[**]%) of any costs and expenses all amounts that Emergent would otherwise be required to pay to HPA pursuant to Article V until such time as the aggregate amounts so withheld plus the Escrowed Amounts equals the amount of such defense and settlement, but solely to the extent such costs and expenses relate directly to the defense and settlement (if any) of any claims or allegations relating directly to infringement by the Licensed Product. If, however, such Third Party makes a payment to reimburse Acorda (and/or its Affiliate and/or sublicensee) for such costs and expenses of defending such infringement suit or action, then Acorda will pay to Institutions, out of such Third Party payment, a pro rata amount (i.e., the ratio of the amount of the Third Party payment compared to the total defense costs and expenses), but not to exceed the total amount that Acorda credited against royalties owed under the previous sentence. Notwithstanding the foregoing, Acorda (or such Affiliate or sublicensee) Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. shall not settle any such Infringement Suit in a manner that materially adversely impacts the Licensed Patents without Institutions’ prior written consent, such consent not to be unreasonably withheld or delayed. For clarity, any costs and expenses of enforcing Licensed Patents, including those costs relating to the assertion of a counterclaim alleging infringement of Licensed Patents by a Third Party in response to an Infringement Suit, shall not be included in the calculation and allocation of costs and expenses under this Section 7.5, but instead shall be included in the calculation and allocation of costs and expenses under Section 7.1, 7.2 or 7.3, as applicableaward.

Third Party Litigation. If a Third Party institutes an infringement suit or action against Acorda and/or its Affiliate and/or sublicensee alleging that the manufacture, use or sale of any Licensed Product by Acorda and/or an Affiliate and/or sublicensee, in a country in the Licensed Territory infringes one or more patent or other intellectual property right held by such Third Party (an “Infringement Suit”), Acorda (or such Affiliate or sublicensee) shall have the right to defend and settle such Infringement Suit at its sole expense. In such event, the Parties shall meet (which meeting may at any Party’s request be by telephone conference or videoconference) and discuss in good faith the best defenses to such Infringement Suit, and Institutions shall, subject to being indemnified against any liability and having the right to be separately represented by their own counsel at their own expense, provide Acorda with reasonable assistance and cooperation in defending such Infringement Suit at Acorda’s sole expense. Acorda shall have the right to credit against royalties owed to the Institutions under Sections 3.2 and 3.3 fifty percent (50%) of any costs and expenses of such defense and settlement, but solely to the extent such costs and expenses relate directly to the defense and settlement (if any) of any claims or allegations relating directly to infringement by the Licensed Product. If, however, such Third Party makes a payment to reimburse Acorda (and/or its Affiliate and/or sublicensee) for such costs and expenses of defending such infringement suit or action, then Acorda will pay to Institutions, out of such Third Party payment, a pro rata amount (i.e., the ratio of the amount of the Third Party payment compared to the total defense costs and expenses), but not to exceed the total amount that Acorda credited against royalties owed under the previous sentence. Notwithstanding the foregoing, Acorda (or such Affiliate or sublicensee) Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. shall not settle any such Infringement Suit in a manner that materially adversely impacts the Licensed Patents without Institutions’ prior written consent, such consent not to be unreasonably withheld or delayed. For clarity, any costs and expenses of enforcing Licensed Patents, including those costs relating to the assertion of a counterclaim alleging infringement of Licensed Patents by a Third Party in response to an Infringement Suit, shall not be included in the calculation and allocation of costs and expenses under this Section 7.5, but instead shall be included in the calculation and allocation of costs and expenses under Section 7.1, 7.2 or 7.3, as applicable.

Third Party Litigation. If a Third Party institutes an infringement In the event of any actual or threatened suit against Dynavax, AstraZeneca or action against Acorda and/or its Affiliate and/or sublicensee Affiliates, Sublicensees, Distributors or customers alleging that the manufactureDevelopment and/or Commercialization of CDs, use Product or sale Combination Product, or that the Development and/or Commercialization of a Collaboration Patent or the Background Technologies or any Licensed Product part thereof by Acorda and/or an Affiliate and/or sublicenseeor on behalf of AstraZeneca under this Agreement, in a country in infringes the Licensed Territory infringes one or more patent Patent or other intellectual property right held by such Third Party rights of any Person (an “Infringement Suit”), Acorda the Party first becoming aware of such Infringement Suit shall promptly give written notice to the other Party. AstraZeneca shall have the first right, but not the obligation, through counsel of its choosing, to assume direction and control of the defence of claims arising therefrom (including the right to settle such claims at its sole discretion, subject to the provisions of this Section 14.5). If AstraZeneca notifies Dynavax in writing that it does not wish to assume such direction and control, Dynavax shall have the right, but not the obligation to, at its sole cost and expense, defend against such claims; provided, however, that Dynavax shall obtain the written consent of AstraZeneca prior to ceasing to defend, settling or otherwise disposing of such Affiliate claims. Dynavax shall be entitled to be joined in any proceedings that may be brought against AstraZeneca in relation to Dynavax’s Background Technology. If Dynavax does so elect to be joined, it shall pay its own costs and expenses in relation to the proceedings. AstraZeneca shall not make any admission or sublicensee) settle or otherwise compromise any proceedings brought against it in relation to Dynavax’s Background Technology without first obtaining the written consent of Dynavax, which shall not be unreasonably withheld or delayed. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Notwithstanding anything in the foregoing, each Party shall have the right to defend itself, using the counsel of its choice and settle such Infringement Suit at its sole expense. In such event, the Parties shall meet (which meeting may at any Party’s request be by telephone conference or videoconference) and discuss in good faith the best defenses to such Infringement Suit, and Institutions shall, subject to being indemnified against any liability and having the right to be separately represented by their own counsel at their own expense, provide Acorda with reasonable assistance any claims or law suits brought against it by any Third Party, and cooperation in defending such Infringement Suit at Acorda’s sole expense. Acorda each Party shall have the right to credit against royalties owed to the Institutions under Sections 3.2 and 3.3 fifty percent (50%) of any costs and expenses of such defense and settlement, but solely to the extent such costs and expenses relate directly to the defense and settlement (if any) of any claims or allegations relating directly to infringement by the Licensed Product. If, however, such Third Party makes a payment to reimburse Acorda (and/or its Affiliate and/or sublicensee) for such costs and expenses of defending such infringement suit or action, then Acorda will pay to Institutions, out of such Third Party payment, a pro rata amount (i.e., the ratio of the amount of the Third Party payment compared to the total defense costs and expenses), but not to exceed the total amount that Acorda credited against royalties owed under the previous sentence. Notwithstanding the foregoing, Acorda (or such Affiliate or sublicensee) Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. shall not settle any such Infringement Suit in a manner that materially adversely impacts claims or law suits on its own behalf, so long as such settlement does not provide for the Licensed Patents without Institutions’ prior written consentpayment of money by the other Party or performance obligations, such consent not to be unreasonably withheld or delayed. For clarityrestrictions imposed upon, any costs and expenses of enforcing Licensed Patents, including those costs relating to the assertion of a counterclaim alleging infringement of Licensed Patents by a Third Party in response to an Infringement Suit, shall not be included in the calculation and allocation of costs and expenses under this Section 7.5, but instead shall be included in the calculation and allocation of costs and expenses under Section 7.1, 7.2 or 7.3, as applicableother Party.

Third Party Litigation. If OWNER shall defend, at its expense (including ---------------------- COUNTY's reasonable attorneys' fees and attorneys' fees awarded by final judgment of a Third Party institutes an infringement suit court of competent jurisdiction to a prevailing party), indemnify, and hold harmless COUNTY, its agents, officers and employees from any claim, action or action proceeding against Acorda and/or COUNTY, its Affiliate and/or sublicensee alleging that agents, officers, or employees to attack, set aside, void, or annul the manufactureapproval of this Agreement, use or sale the approval of any Licensed Product by Acorda permit granted pursuant to this Agreement, any challenge to Comprehensive General Plan Amendment Xx. 000, Xxxxxxxx Xxxx Xx. 000, Xxxxxx xx Xxxx Case No. 6249, Environmental Impact Report Xx. 000, Xxxxxxx Xxxxxx Xx. 000 to Reclamation Plan No. 107 and/or an Affiliate and/or sublicenseeany other Existing Development Approval, in a country in the Licensed Territory infringes one or more patent or other intellectual property right held by such Third Party Subsequent Development Approval, Site Specific Plot Plan (an “Infringement Suit”Section 3.5 above), Acorda Plot Plan (Section 3.6 above) or such Affiliate or sublicensee) shall have any other action by COUNTY in connection with the right to defend and settle such Infringement Suit at its sole expense. In such eventProject, the Parties shall meet (which meeting may at any Party’s request be by telephone conference or videoconference) and discuss in good faith the best defenses to such Infringement Suit, and Institutions shall, subject to being indemnified against any liability and having the right to be separately represented by their own counsel at their own expense, provide Acorda with reasonable assistance and cooperation in defending such Infringement Suit at Acorda’s sole expense. Acorda shall have the right to credit against royalties owed to the Institutions under Sections 3.2 and 3.3 fifty percent (50%) of any costs and expenses of such defense and settlement, but solely to the extent that such claim, action or proceeding does not arise from COUNTY's default under this Agreement or COUNTY's violation of applicable law. COUNTY shall promptly notify OWNER of any such claim, action or proceeding, and COUNTY shall assist in the defense of any actions where COUNTY is named as a party and in which OWNER is obligated hereunder to defend COUNTY, including appeals therefrom. If COUNTY fails to promptly notify OWNER of any such claim, action or proceeding, or if COUNTY fails to assist in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless COUNTY. Should OWNER fail to perform or commence performing any of the obligations or to take any action set forth above in this Section 9.2 within sixty (60) days after OWNER becomes aware of such obligation, then COUNTY may retain any legal counsel, consultant, contractor or other third party as may be reasonably necessary to perform such obligation of OWNER. OWNER shall reimburse COUNTY for the reasonable costs of such third party within thirty (30) days of the date such costs and expenses relate directly are submitted by COUNTY to OWNER for payment. Should COUNTY suffer any cost, damage or expense by reason of OWNER's failure to take action as required above in this Section 9.2, OWNER shall reimburse COUNTY for the defense and settlement amounts within thirty (if any30) of any claims or allegations relating directly to infringement by the Licensed Product. If, however, such Third Party makes a payment to reimburse Acorda (and/or its Affiliate and/or sublicensee) for such costs and expenses of defending such infringement suit or action, then Acorda will pay to Institutions, out of such Third Party payment, a pro rata amount (i.e., the ratio days of the amount of the Third Party payment compared date that such costs, damages or expenses are submitted by COUNTY to the total defense costs and expenses), but not to exceed the total amount that Acorda credited against royalties owed under the previous sentence. Notwithstanding the foregoing, Acorda (or such Affiliate or sublicensee) Certain portions of this Exhibit have been omitted pursuant to a request OWNER for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. shall not settle any such Infringement Suit in a manner that materially adversely impacts the Licensed Patents without Institutions’ prior written consent, such consent not to be unreasonably withheld or delayed. For clarity, any costs and expenses of enforcing Licensed Patents, including those costs relating to the assertion of a counterclaim alleging infringement of Licensed Patents by a Third Party in response to an Infringement Suit, shall not be included in the calculation and allocation of costs and expenses under this Section 7.5, but instead shall be included in the calculation and allocation of costs and expenses under Section 7.1, 7.2 or 7.3, as applicablepayment.

Third Party Litigation. If a Third Party institutes an infringement In the event of any actual or threatened suit against ***, AstraZeneca or action against Acorda and/or its Affiliate and/or sublicensee Affiliates, Sublicensees, Distributors or customers alleging that the manufactureExploitation of Agreement Compounds or Licensed Products, use or sale that the Exploitation of any Licensed Product by Acorda and/or an Affiliate and/or sublicensee, in a country in the Licensed Territory Patents or the Collaboration Patents, AstraZeneca Patent or AstraZeneca Background Technologies by or on behalf of AstraZeneca under this Agreement, infringes one or more patent the Patent or other intellectual property right held by such Third Party rights of any Person (an “Infringement Suit”), Acorda (or the Party first becoming aware of such Affiliate or sublicensee) Infringement Suit shall promptly give written notice to the other Party. *** shall have the first right, but not the obligation, through counsel of its choosing and at its cost and expense subject to the credit provisions of Section 17.5, to assume direction and control of the defence of claims arising therefrom (including, subject to what is stated below in this Section 17.4, the right to defend and settle such Infringement Suit claims at its sole discretion). *** shall, if reasonably requested by ***, allow *** to join in such legal action as a party at its own expense. In *** shall remain in full control handling such event, the Parties shall meet (which meeting may at any Party’s request be by telephone conference or videoconference) and discuss in good faith the best defenses to such Infringement Suit, and Institutions shall, subject to being indemnified against any liability and having the right to be separately represented by their own counsel at their own expense, provide Acorda with reasonable assistance and cooperation in defending such Infringement Suit at Acorda’s sole expense. Acorda shall have the right to credit against royalties owed to the Institutions under Sections 3.2 and 3.3 fifty percent (50%) of any costs and expenses of such defense and settlement, but solely to the extent such costs and expenses relate directly to the defense and settlement (if any) of any claims or allegations relating directly to infringement by the Licensed Product. If, however, such Third Party makes a payment to reimburse Acorda (and/or its Affiliate and/or sublicensee) for such costs and expenses of defending such infringement suit or legal action, then Acorda will pay to Institutions, out of such Third Party payment, a pro rata amount (i.e., the ratio of the amount of the Third Party payment compared to the total defense costs and expenses), but not to exceed the total amount that Acorda credited against royalties owed under the previous sentence. Notwithstanding the foregoing, Acorda (or such Affiliate or sublicensee) Certain portions of this Exhibit *** shall not have been omitted pursuant to a request for confidentiality. Such omitted portionsthe right to, which are marked with brackets [ ] and an asteriskshall ***, have been separately filed with enter into any settlement or consent to any claim to the Commission. shall not settle effect that any such Infringement Suit in a manner that materially adversely impacts claim under, or the Licensed Patents patent protection otherwise offered under, ***, without Institutions’ the prior written consentconsent of ***, such consent not to be unreasonably withheld withheld. If *** notifies *** in writing that it does not wish to assume such direction and control, ***, shall have the right, but not the obligation to, at its sole cost and expense, defend against such claims; provided, however, that *** may contribute to or delayed. For clarityjoin such legal action voluntarily, at its own cost and expense, and shall have the right to be heard and *** shall, and shall procure *** to, give due regard to ***, (i) shall not have the right to, and shall not permit any of its other licensees and shall procure such licensees not to, enter into any settlement or consent to any claim to the effect that any claim under, or the patent protection otherwise offered under, any costs and expenses part of enforcing Licensed Patents, including those costs relating to the assertion of a counterclaim alleging infringement of Licensed Patents by a Third Party in response within the Licensed Field would be materially negatively affected, without the prior written consent of ***, such consent not to an Infringement Suitbe unreasonably withheld; and (ii) shall obtain the written consent of *** prior to ceasing to defend, shall not be included in the calculation and allocation of costs and expenses under this Section 7.5, but instead shall be included in the calculation and allocation of costs and expenses under Section 7.1, 7.2 settling or 7.3, as applicableotherwise.