Case Allocation Clause Samples
Case Allocation. (a) As of the Distribution Date, Rightside shall, and, as applicable, shall cause the other Rightside Entities to (i) diligently conduct, at its sole cost and expense, the defense of the Rightside Actions, including the Rightside Actions listed on Schedule 6.1(a) and any applicable future Rightside Actions; (ii) notify Demand Media of material litigation developments related to the Rightside Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against Demand Media in relation to the Rightside Actions. Upon the settlement or judgment of any Rightside Action, Rightside shall in good faith determine an equitable apportionment of such settlement or judgment as between Rightside and Demand Media. If Demand Media provides Rightside with a written notice of Demand Media’s objection to Rightside’s allocation of Liability within 60 days of receipt of that allocation, Rightside and Demand Media shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Demand Media and Rightside have not reached a mutually agreeable allocation of such Liability within 90 days of Rightside’s receipt of such objection notice, either Demand Media or Rightside may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.
(b) As of the Distribution Date, Demand Media shall, and, as applicable, shall cause the other Demand Media Entities to (i) diligently conduct, at its sole cost and expense, the defense of the Demand Media Actions, including the Demand Media Actions listed on Schedule 6.1(b) and any applicable future Demand Media Actions; (ii) notify Rightside of material litigation developments related to the Demand Media Actions; (iii) agree not to file any cross claim or institute separate legal proceedings against Rightside in relation to the Demand Media Actions. Upon the settlement or judgment of any Demand Media Action, Demand Media shall in good faith determine an equitable apportionment of the settlement or judgment as between Demand Media and Rightside. If Rightside provides Demand Media with a written notice of Rightside’s objection to Demand Media’s allocation of Liability within 60 days of receipt of that allocation, Demand Media and Rightside shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Rightside and Demand Media have not reached a mutually agreeable allocation ...
Case Allocation. (a) As of the Distribution Date, Spinco shall, and, as applicable, shall cause the other members of the Spinco Group to, (i) diligently conduct, at its sole cost and expense, the defense of the Spinco Actions, including the Spinco Actions listed on Schedule 5.01(a) and any applicable future Spinco Actions; (ii) notify PNX of material litigation developments related to the Spinco Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against PNX in relation to the Spinco Actions.
(b) As of the Distribution Date, PNX shall, and, as applicable, shall cause the other members of the PNX Group to, (i) diligently conduct, at its sole cost and expense, the defense of the PNX Actions, including the PNX Actions listed on Schedule 5.01(b) and any applicable future PNX Actions; and (ii) agree not to file any cross claim or institute separate legal proceedings against Spinco in relation to the PNX Actions.
(c) Notwithstanding anything in this Section 5.01 to the contrary, PNX shall have the right to participate in the defense of any Spinco Action and to be represented by attorneys of its own choosing and at its sole cost and expense.
(d) Spinco shall indemnify and hold harmless PNX and other members of the PNX Group against Liabilities arising in connection with Spinco Actions, and PNX shall indemnify and hold harmless Spinco and other members of the Spinco Group against Liabilities arising in connection with PNX Actions, in each case, in accordance with the indemnification provisions of Article VI.
(e) As of the Distribution Date, PNX shall, and, as applicable, shall cause the other members of the PNX Group to, (i) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 5.01(e) and any applicable future Joint Actions; (ii) notify Spinco of material litigation developments related to the Joint Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against Spinco in relation to the Joint Actions; provided that if it becomes clear that a Joint Action relates primarily to the Spinco Business then from and after such time such Joint Action shall instead be deemed to be a Spinco Action subject to clause (a) above; and provided, further, that if it becomes clear that a Joint Action does not relate primarily to the Spinco Business then from and after such time such Joint Action shall instead be deemed to be a PNX Action subject to clause (b) above. PNX and S...
Case Allocation. (a) As of the Distribution Date, Spinco shall, and, as applicable, shall cause the other members of the Spinco Group to (i) diligently conduct, at its sole cost and expense, the defense of the Spinco Actions, including the Spinco Actions listed on Schedule 5.01(a) and any applicable future Spinco Actions; (ii) notify L-3 of material litigation developments related to the Spinco Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against L-3 in relation to the Spinco Actions.
(b) As of the Distribution Date, L-3 shall, and, as applicable, shall cause the other members of the L-3 Group to (i) diligently conduct, at its sole cost and expense, the defense of the L-3 Actions, including the L-3 Actions listed on Schedule 5.01(b) and any applicable future L-3 Actions; (ii) notify Spinco of material litigation developments related to the L-3 Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against Spinco in relation to the L-3 Actions.
(c) Notwithstanding anything in this Section 5.01 to the contrary, L-3 shall have the right to participate in the defense of any Spinco Action and to be represented by attorneys of its own choosing and at its sole cost and expense.
(d) Spinco shall indemnify and hold harmless L-3 and other members of the L-3 Group against Liabilities arising in connection with Spinco Actions, and L-3 shall indemnify and hold harmless Spinco and other members of the Spinco Group against Liabilities arising in connection with L-3 Actions, in each case, in accordance with the indemnification provisions of Article VI, except that the L-3 Group shall remain solely liable for its costs of responding to discovery requests for the Spinco Actions, but not any other Liabilities in connection with such Spinco Actions, including as a result of any decisions or award of a Governmental Entity or arbitrator or settlement in respect thereof.
(e) As of the Distribution Date, L-3 shall, and, as applicable, shall cause the other members of the L-3 Group to (i) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 5.01(e) and any applicable future Joint Actions; (ii) notify Spinco of material litigation developments related to the Joint Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against Spinco in relation to the Joint Actions; provided, that if it becomes clear that a Joint Action relates pr...
Case Allocation. Basis of allocation
Case Allocation. (a) As of the Effective Time, Newco shall, and, as applicable, shall cause the other members of the Newco Group to, (i) diligently conduct, at its sole cost and expense, the defense of the Newco Legal Actions, including the Newco Legal Actions listed on Schedule 5.01(a) and any applicable future Newco Legal Actions; and (ii) agree not to file any cross claim or institute separate legal proceedings against the Company in relation to the Newco Legal Actions. For the avoidance of doubt, nothing in this Section 5.01(a) shall limit the rights of any member of the Part D Group under this Agreement or any other Split-Off Agreement.
(b) As of the Effective Time, the Company shall, and, as applicable, shall cause the other members of the Part D Group to, (i) diligently conduct, at its sole cost and expense, the defense of the Part D Legal Actions, including the Part D Legal Actions listed on Schedule 5.01(b) and any applicable future Part D Legal Actions; and (ii) agree not to file any cross claim or institute separate legal proceedings against Newco in relation to the Part D Legal Actions. For the avoidance of doubt, nothing in this Section 5.01(b) shall limit the rights of any member of the Newco Group under this Agreement or any other Split-Off Agreement.
(c) As of the Effective Time, each Party shall, and, as applicable, shall cause the other members of its Group to, (i) diligently conduct, on a joint basis, the defense of the Joint Legal Actions; and (ii) notify the other Party of material litigation developments related to the Joint Legal Actions; provided, however, that if it becomes clear that a Joint Legal Action does not relate primarily to the Medicare Part D Business then from and after such time such Joint Legal Action shall instead be deemed to be a Newco Legal Action subject to clause (a) above; provided, further, that if it becomes clear that a Joint Legal Action relates primarily to the Medicare Part D Business then from and after such time such Joint Legal Action shall instead be deemed to be a Part D Legal Action subject to clause (b) above. The Company and Newco shall regularly meet to review and discuss the progress of the Joint Legal Actions and the classification thereof.
(d) Until such time as the respective Liabilities of the members of the Part D Group and Newco Group are determined in connection with any Joint Legal Action, the Company and Newco shall each pay 50% of the cost and expenses associated with the defense of such Joint Legal Ac...