Xerox Group definition
Examples of Xerox Group in a sentence
Xerox shall provide, and shall cause other members of the Xerox Group to provide, such cooperation as is reasonably requested by Conduent in order for Conduent to have in effect on and after the Distribution Date such new D&O Policies as Conduent deems appropriate with respect to claims reported on or after the Distribution Date.
Conduent hereby covenants on its own behalf and on behalf of the members of its Group that, unless obligated to do so by any third party agreement existing as of the Distribution Date, it will not assert against Xerox or any member of the Xerox Group any Conduent Restricted Patent to the extent that it would have been licensed hereunder but for the restriction against Conduent or the members of the Conduent Group licensing such Patent to Xerox contained in a third party agreement.
With respect to each Reimbursement Matter, if the Liabilities of the Xerox Group, not taking into account any Insurance Proceeds received by the Xerox Group, exceed the Reimbursement Trigger Amount, Conduent will reimburse Xerox the Conduent Reimbursement Amount.
Any sublicense granted pursuant to Section 4.03(a) above may be made effective retroactively, but shall not be effective for any time prior to the sublicensee becoming a member of the Xerox Group, and shall only be effective for such times that such entity remains a member of the Xerox Group.
Xerox shall, and shall cause members of the Xerox Group to, allow Conduent and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine and make copies of the relevant D&O Policies maintained by Xerox and members of the Xerox Group pursuant to this Section 8.06.
If an Action that constitutes only a Conduent Liability or involves only Conduent Assets is commenced after the Distribution naming a member of the Xerox Group as a party thereto, then Conduent shall use its reasonable best efforts to cause such member of the Xerox Group to be removed as a party to such Action and Xerox shall use reasonable best efforts to cooperate with Conduent’s effort.
Xerox hereby covenants on its own behalf and on behalf of the members of its Group that, unless obligated to do so by any third party agreement existing as of the Distribution Date, it will not assert against Conduent or any member of the Conduent Group any Xerox Restricted Patent to the extent that it would have been licensed hereunder but for the restriction against Xerox or the members of the Xerox Group licensing such Patent to Conduent contained in a third party agreement.
Each of Conduent and Xerox shall, and shall cause each member of the Conduent Group and Xerox Group, respectively, to, cooperate and assist the applicable member of the Xerox Group and the Conduent Group, as applicable, with respect to such claims.
Conduent or Xerox, as the case may be, shall have primary control over those Conduent Policy Pre-Separation Insurance Claims for which the Conduent Group or the Xerox Group, respectively, bears the underlying loss, subject to the terms and conditions of the relevant policy of insurance governing such control.
Any Insurance Proceeds received for the benefit of both the Xerox Group and the Conduent Group shall be distributed pro rata based on the respective share of the underlying loss.