Common use of Assumed Tyco Contingent Liabilities Clause in Contracts

Assumed Tyco Contingent Liabilities. Except as otherwise expressly set forth in the Tax Sharing Agreement (with respect to Taxes), the Parties shall each be responsible for its (1) portion of Specified Shared Expenses (allocable in accordance with Section 5.5) and (2) Applicable Percentage of any Indemnifiable Losses paid to third parties in respect of, including any out-of-pocket costs and expenses related to or arising out of, any Assumed Tyco Contingent Liability. Any amounts owed in respect of any Assumed Tyco Contingent Liabilities (including reimbursement for the out-of-pocket costs and expenses of defending, managing or providing assistance to the Managing Party pursuant to Section 7.3(a) or Section 7.3(b) with respect to any Third Party Claim that is an Assumed Tyco Contingent Liability, including, for the avoidance of doubt, any amounts with respect to a bond, prepayment or similar security or obligation required to be posted (or determined to be advisable) by the Managing Party in respect of any claim) shall be remitted promptly after the Party entitled to such amount provides an invoice (including reasonable supporting Information with respect thereto) to the Party owing such amount, and, to the extent not otherwise reimbursed by the applicable Party, such costs and expenses shall be included in the calculation of the amount of the applicable Assumed Tyco Contingent Liability in determining the reimbursement obligations of the other Party with respect thereto; provided, however, that in the event that an amount in excess of $10 million in the aggregate is owed by the Parties to any third party or parties with respect to an Assumed Tyco Contingent Liability, in lieu of remitting amounts directly to the Party providing the invoice, the invoiced Party may remit the owed amount directly to the appropriate third party or parties or, if applicable, to a trust established by the invoicing Party for the benefit of the Parties. In furtherance of the foregoing, the Managing Party (and any Party providing access as contemplated by Section 7.3(a)) shall be entitled to reimbursement by the other Party (according to their Applicable Percentages) of any out-of-pocket costs and expenses (which shall include the costs of salaries and benefits of employees who are solely dedicated to the management or defense of such Assumed Tyco Contingent Liability or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as managing the Assumed Tyco Contingent Liability) related to or arising out of defending or managing any such Assumed Tyco Contingent Liability, from time to time, when invoiced, including, if applicable, in advance of a final determination or resolution of any Action related to an Assumed Tyco Contingent Liability. For U.S. federal income Tax purposes, the Parties shall treat the payment of Assumed Tyco Contingent Liabilities (and costs and expenses relating to Assumed Tyco Contingent Liabilities, as the case may be) as set forth in the Tax Sharing Agreement. It shall not be a defense to any obligation of either Party to pay any amounts in respect of any Assumed Tyco Contingent Liability that (i) such Party was not consulted in the defense or management thereof, (ii) that such Party’s views or opinions as to the conduct of such defense were not accepted or adopted, (iii) that such Party does not approve of the quality or manner of the defense thereof or (iv) that such Assumed Tyco Contingent Liability was incurred by reason of a settlement rather than by a judgment or other determination of Liability, even if such settlement was effected without the consent or over the objection of such Party.

Assumed Tyco Contingent Liabilities. Except as otherwise expressly set forth in this Article VII and without limiting the Tax Sharing Agreement (with respect to Taxes)indemnification provisions of Article VIII, the Parties each of Tyco, Healthcare and Electronics shall each be responsible for its (1) portion of Specified Shared Expenses (allocable allocated in accordance with Section 5.5) and (2) Applicable Percentage in addition to, without duplication, each such Party’s share of any Indemnifiable indemnifiable Losses paid to third parties in respect of, including of any out-of-pocket costs such Assumed Tyco Contingent Liabilities pursuant to and expenses in accordance with the relevant provisions of Article VIII) related to or arising out ofof any Assumed Tyco Contingent Liability; provided, that so long as any such Party is still an Affiliate of Tyco, Tyco shall be responsible for such Party’s Applicable Percentage of any such Assumed Tyco Contingent Liability. Any amounts owed in respect of any Assumed Tyco Contingent Liabilities (including reimbursement for the out-of-pocket costs and expenses of defending, managing or providing assistance to the Managing Party pursuant to Section 7.3(a) or Section 7.3(b) with respect to any Third Party Claim that is an Assumed Tyco Contingent Liability, including, for the avoidance of doubt, which shall include any amounts with respect to a bond, prepayment or similar security or obligation required to be posted (or determined to be advisableadvisable by the Managing Party) to be posted by the Managing Party in respect of any claim) shall be remitted promptly after the Party entitled to such amount provides an invoice (including reasonable supporting Information information with respect thereto) to the Party or Parties owing such amount, and, to the extent not otherwise reimbursed by the applicable Party, amount and such costs and expenses shall be included in the calculation of the amount of the applicable Assumed Tyco Contingent Liability in determining the reimbursement obligations of the other Party Parties with respect thereto; provided, thereto provided however, that in the event that an amount in excess of One Hundred Million Dollars ($10 million in the aggregate 100,000,000), is owed with by the Parties to any third party or parties with respect to an Assumed Tyco Contingent Liability, in lieu of remitting amounts directly to the Party providing the invoice, invoice the invoiced owing Party may remit the owed amount directly to the appropriate third party or parties or, if applicable, or to a trust established by the invoicing Party for the benefit of the Parties each Party shall contribute its Applicable Percentage of such amount to a trust account for the benefit of the Parties. In furtherance of the foregoing, the Managing Party (and any the Party providing access as contemplated by assistance to the Managing Party pursuant to Section 7.3(a7.3(b)) shall be entitled to reimbursement by the other Party Parties (according to their Applicable Percentagesin an amount of one-third each) of any out-of-pocket costs and expenses (which shall include the costs of salaries and benefits of employees who are solely dedicated to the management or defense of such Assumed Tyco Contingent Liability or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as managing the Assumed Tyco Contingent Liability) related to or arising out of defending or managing any such Assumed Tyco Contingent LiabilityLiability from Healthcare and Electronics, as applicable, from time to time, time when invoiced, including, if applicable, in advance of a final determination or resolution of any Action related to an Assumed Tyco Contingent Liability. For U.S. federal income Tax purposes, the Parties shall treat the payment of Assumed Tyco Contingent Liabilities (and costs and expenses relating to Assumed Tyco Contingent Liabilities, as the case may be) as set forth in the Tax Sharing Agreement. It shall not be a defense to any obligation of either by any Party to pay any amounts amounts, whether pursuant to this Article VII or in respect of Indemnifiable Losses pursuant to Article VIII, in respect of any Assumed Tyco Contingent Liability that (i) such Party was not consulted in the defense or management thereof, (ii) that such Party’s views or opinions as to the conduct of such defense were not accepted or adopted, (iii) that such Party does not approve of the quality or manner of the defense thereof or (iv) that such Assumed Tyco Contingent Liability was incurred by reason of a settlement rather than by a judgment or other determination of LiabilityLiability (even if, even if subject in each case to Sections 7.4 and 8.6(f), such settlement was effected without the consent or over the objection of such Party).

Assumed Tyco Contingent Liabilities. Except as otherwise expressly set forth in this Article VII or the Tax Sharing Agreement (with respect to Taxes)) and without limiting the indemnification provisions of Article VIII, the Parties Tyco, Healthcare and Electronics shall each be responsible for its (1) portion of Specified Shared Expenses (allocable allocated in accordance with Section 5.5) and (2) Applicable Percentage in addition to, without duplication, each such Party’s share of any Indemnifiable indemnifiable Losses paid to third parties in respect of, including of any out-of-pocket costs such Assumed Tyco Contingent Liabilities pursuant to and expenses in accordance with the relevant provisions of Article VIII) related to or arising out ofof any Assumed Tyco Contingent Liability; provided, that so long as any such Party is still an Affiliate of Tyco, Tyco shall be responsible for such Party’s Applicable Percentage of any such Assumed Tyco Contingent Liability. Any amounts owed in respect of any Assumed Tyco Contingent Liabilities (including reimbursement for the out-of-pocket costs and expenses of defending, managing or providing assistance to the Managing Party pursuant to Section 7.3(a) or Section 7.3(b) with respect to any Third Party Claim that is an Assumed Tyco Contingent Liability, including, for the avoidance of doubt, which shall include any amounts with respect to a bond, prepayment or similar security or obligation required to be posted (or determined to be advisableadvisable by the Managing Party) to be posted by the Managing Party in respect of any claim) shall be remitted promptly after the Party entitled to such amount provides an invoice (including reasonable supporting Information with respect thereto) to the Party or Parties owing such amount, and, to the extent not otherwise reimbursed by the applicable Party, amount and such costs and expenses shall be included in the calculation of the amount of the applicable Assumed Tyco Contingent Liability in determining the reimbursement obligations of the other Party Parties with respect thereto; provided, thereto provided however, that in the event that an amount in excess of One Hundred Million Dollars ($10 million in the aggregate 100,000,000), is owed with by the Parties to any third party or parties with respect to an Assumed Tyco Contingent Liability, in lieu of remitting amounts directly to the Party providing the invoice, invoice the invoiced owing Party may remit the owed amount directly to the appropriate third party or parties or, if applicable, or to a trust established by the invoicing Party for the benefit of the Parties each Party shall contribute its Applicable Percentage of such amount to a trust account for the benefit of the Parties. In furtherance of the foregoing, the Managing Party (and any the Party providing access as contemplated by assistance to the Managing Party pursuant to Section 7.3(a7.3(b)) shall be entitled to reimbursement by the other Party Parties (according to their Applicable Percentagesin an amount of one-third each) of any out-of-pocket costs and expenses (which shall include the costs of salaries and benefits of employees who are solely dedicated to the management or defense of such Assumed Tyco Contingent Liability or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as managing the Assumed Tyco Contingent Liability) related to or arising out of defending or managing any such Assumed Tyco Contingent LiabilityLiability from Healthcare and Electronics, as applicable, from time to time, time when invoiced, including, if applicable, in advance of a final determination or resolution of any Action related to an Assumed Tyco Contingent Liability. For U.S. federal income Tax purposes, the Parties shall treat the payment of Assumed Tyco Contingent Liabilities (and costs and expenses relating to Assumed Tyco Contingent Liabilities, as the case may be) as set forth in the Tax Sharing Agreement. It shall not be a defense to any obligation of either by any Party to pay any amounts amounts, whether pursuant to this Article VII or in respect of Indemnifiable Losses pursuant to Article VIII, in respect of any Assumed Tyco Contingent Liability that (i) such Party was not consulted in the defense or management thereof, (ii) that such Party’s views or opinions as to the conduct of such defense were not accepted or adopted, (iii) that such Party does not approve of the quality or manner of the defense thereof or (iv) that such Assumed Tyco Contingent Liability was incurred by reason of a settlement rather than by a judgment or other determination of LiabilityLiability (even if, even if subject in each case to Sections 7.4 and 8.6(f), such settlement was effected without the consent or over the objection of such Party).

Assumed Tyco Contingent Liabilities. Except as otherwise expressly set forth in this Article VII or the Tax Sharing Agreement (with respect to Taxes)) and without limiting the indemnification provisions of Article VIII, the Parties Tyco, Healthcare and Electronics shall each be responsible for its (1) portion of Specified Shared Expenses (allocable allocated in accordance with Section 5.5) and (2) Applicable Percentage in addition to, without duplication, each such Party’s share of any Indemnifiable indemnifiable Losses paid to third parties in respect of, including of any out-of-pocket costs such Assumed Tyco Contingent Liabilities pursuant to and expenses in accordance with the relevant provisions of Article VIII) related to or arising out ofof any Assumed Tyco Contingent Liability; provided, that so long as any such Party is still an Affiliate of Tyco, Tyco shall be responsible for such Party’s Applicable Percentage of any such Assumed Tyco Contingent Liability. Any amounts owed in respect of any Assumed Tyco Contingent Liabilities (including reimbursement for the out-of-pocket costs and expenses of defending, managing or providing assistance to the Managing Party pursuant to Section 7.3(a) or Section 7.3(b) with respect to any Third Party Claim that is an Assumed Tyco Contingent Liability, including, for the avoidance of doubt, which shall include any amounts with respect to a bond, prepayment or similar security or obligation required to be posted (or determined to be advisableadvisable by the Managing Party) to be posted by the Managing Party in respect of any claim) shall be remitted promptly after the Party entitled to such amount provides an invoice (including reasonable supporting Information with respect thereto) to the Party or Parties owing such amount, and, to the extent not otherwise reimbursed by the applicable Party, amount and such costs and expenses shall be included in the calculation of the amount of the applicable Assumed Tyco Contingent Liability in determining the reimbursement obligations of the other Party Parties with respect thereto; provided, provided however, that in the event that an amount in excess of One Hundred Million Dollars ($10 million in the aggregate 100,000,000), is owed with by the Parties to any third party or parties with respect to an Assumed Tyco Contingent Liability, in lieu of remitting amounts directly to the Party providing the invoice, invoice the invoiced owing Party may remit the owed amount directly to the appropriate third party or parties or, if applicable, or to a trust established by the invoicing Party for the benefit of the Parties each Party shall contribute its Applicable Percentage of such amount to a trust account for the benefit of the Parties. In furtherance of the foregoing, the Managing Party (and any the Party providing access as contemplated by assistance to the Managing Party pursuant to Section 7.3(a7.3(b)) shall be entitled to reimbursement by the other Party Parties (according to their Applicable Percentagesin an amount of one-third each) of any out-of-pocket costs and expenses (which shall include the costs of salaries and benefits of employees who are solely dedicated to the management or defense of such Assumed Tyco Contingent Liability or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as managing the Assumed Tyco Contingent Liability) related to or arising out of defending or managing any such Assumed Tyco Contingent LiabilityLiability from Healthcare and Electronics, as applicable, from time to time, time when invoiced, including, if applicable, in advance of a final determination or resolution of any Action related to an Assumed Tyco Contingent Liability. For U.S. federal income Tax purposes, the Parties shall treat the payment of Assumed Tyco Contingent Liabilities (and costs and expenses relating to Assumed Tyco Contingent Liabilities, as the case may be) as set forth in the Tax Sharing Agreement. It shall not be a defense to any obligation of either by any Party to pay any amounts amounts, whether pursuant to this Article VII or in respect of Indemnifiable Losses pursuant to Article VIII, in respect of any Assumed Tyco Contingent Liability that (i) such Party was not consulted in the defense or management thereof, (ii) that such Party’s views or opinions as to the conduct of such defense were not accepted or adopted, (iii) that such Party does not approve of the quality or manner of the defense thereof or (iv) that such Assumed Tyco Contingent Liability was incurred by reason of a settlement rather than by a judgment or other determination of LiabilityLiability (even if, even if subject in each case to Sections 7.4 and 8.6(f), such settlement was effected without the consent or over the objection of such Party).

Assumed Tyco Contingent Liabilities. Except as otherwise expressly set forth in this Article VII or the Tax Sharing Agreement (with respect to Taxes)) and without limiting the indemnification provisions of Article VIII, the Parties Tyco, Healthcare and Electronics shall each be responsible for its (1) portion of Specified Shared Expenses (allocable allocated in accordance with Section 5.5) and (2) in addition to, without duplication, each such Party’s Applicable Percentage of any Indemnifiable Losses paid to third parties in respect of, including of any out-of-pocket costs such Assumed Tyco Contingent Liabilities pursuant to and expenses in accordance with the relevant provisions of Article VIII) related to or arising out ofof any Assumed Tyco Contingent Liability; provided, that so long as any such Party is still an Affiliate of Tyco, Tyco shall be responsible for such Party’s Applicable Percentage of any such Assumed Tyco Contingent Liability. Any amounts owed in respect of any Assumed Tyco Contingent Liabilities (including reimbursement for the out-of-pocket costs and expenses of defending, managing or providing assistance to the Managing Party pursuant to Section 7.3(a) or Section 7.3(b) with respect to any Third Party Claim that is an Assumed Tyco Contingent Liability, including, for the avoidance of doubt, which shall include any amounts with respect to a bond, prepayment or similar security or obligation required to be posted (or determined to be advisableadvisable by the Managing Party) to be posted by the Managing Party in respect of any claim) shall be remitted promptly after the Party entitled to such amount provides an invoice (including reasonable supporting Information with respect thereto) to the Party or Parties owing such amount, and, to the extent not otherwise reimbursed by the applicable Party, amount and such costs and expenses shall be included in the calculation of the amount of the applicable Assumed Tyco Contingent Liability in determining the reimbursement obligations of the other Party Parties with respect thereto; provided, provided however, that in the event that an amount in excess of One Hundred Million Dollars ($10 million in the aggregate 100,000,000), is owed by the Parties to any third party or parties with respect to an Assumed Tyco Contingent Liability, in lieu of remitting amounts directly to the Party providing the invoice, invoice the invoiced owing Party may remit the owed amount directly to the appropriate third party or parties or, if applicable, or to a trust established by the invoicing Party for the benefit of the Parties each Party shall contribute its Applicable Percentage of such amount to a trust account for the benefit of the Parties. In furtherance of the foregoing, the Managing Party (and any the Party providing access as contemplated by assistance to the Managing Party pursuant to Section 7.3(a7.3(b)) shall be entitled to reimbursement by the other Party Parties (according to their Applicable Percentagesin an amount of one-third each) of any out-of-pocket costs and expenses (which shall include the costs of salaries and benefits of employees who are solely dedicated to the management or defense of such Assumed Tyco Contingent Liability or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as managing the Assumed Tyco Contingent Liability) related to or arising out of defending or managing any such Assumed Tyco Contingent LiabilityLiability from Healthcare and Electronics, as applicable, from time to time, time when invoiced, including, if applicable, in advance of a final determination or resolution of any Action related to an Assumed Tyco Contingent Liability. For U.S. federal income Tax purposes, the Parties shall treat the payment of Assumed Tyco Contingent Liabilities (and costs and expenses relating to Assumed Tyco Contingent Liabilities, as the case may be) as set forth in the Tax Sharing Agreement. It shall not be a defense to any obligation of either by any Party to pay any amounts amounts, whether pursuant to this Article VII or in respect of Indemnifiable Losses pursuant to Article VIII, in respect of any Assumed Tyco Contingent Liability that (i) such Party was not consulted in the defense or management thereof, (ii) that such Party’s views or opinions as to the conduct of such defense were not accepted or adopted, (iii) that such Party does not approve of the quality or manner of the defense thereof or (iv) that such Assumed Tyco Contingent Liability was incurred by reason of a settlement rather than by a judgment or other determination of LiabilityLiability (even if, even if subject in each case to Sections 7.4 and 8.6(f), such settlement was effected without the consent or over the objection of such Party).