Common use of Case Allocation Clause in Contracts

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 of such Liability within 90 days of Demand Media’s receipt of such objection notice, either Rightside or Demand Media may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein. (c) Each of Demand Media and Rightside agrees that at all times from and after the Effective Time, if an Action currently exists or is commenced by a third party with respect to which a Party (or any Entity affiliated with such Party) is a named defendant but such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party shall use commercially reasonable efforts to cause the named but not liable defendant to be removed from such Action. (d) Notwithstanding anything in this Section 6.1 to the contrary, Demand Media shall have the right to participate in the defense of any Rightside Action from which it has not been removed, and to be represented by attorneys of its own choosing and at its sole cost and expense. (e) Rightside shall indemnify and hold harmless Demand Media and the other Demand Media Entities against Rightside Liabilities arising in connection with any Action, and Demand Media shall indemnify and hold harmless Rightside and the other Rightside Entities against Demand Media Liabilities arising in connection with any Action, in each case, in accordance with the indemnification provisions of Article V.

Case Allocation. (a) As of the Distribution Date, Rightside SeaSpine shall, and, as applicable, shall cause the other Rightside SeaSpine Entities to (i) diligently conduct, at its sole cost and expense, the defense of the Rightside Actions, including the Rightside SeaSpine Actions listed on Schedule 6.1(a) and any applicable future Rightside SeaSpine Actions; (ii) notify Demand Media Integra of material litigation developments related to the Rightside SeaSpine Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against Demand Media Integra in relation to the Rightside SeaSpine Actions. Upon the settlement or judgment of any Rightside SeaSpine Action, Rightside SeaSpine shall in good faith determine an equitable apportionment of such settlement or judgment as between Rightside SeaSpine and Demand MediaIntegra. If Demand Media Integra provides Rightside SeaSpine with a written notice of Demand MediaIntegra’s objection to RightsideSeaSpine’s allocation of Liability within 60 days of receipt of that allocation, Rightside SeaSpine and Demand Media Integra shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Demand Media Integra and Rightside SeaSpine have not reached a mutually agreeable allocation of such Liability within 90 days of RightsideSeaSpine’s receipt of such objection notice, either Demand Media Integra or Rightside SeaSpine 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 Integra shall, and, as applicable, shall cause the other Demand Media Integra Entities to (i) diligently conduct, at its sole cost and expense, the defense of the Demand Media Integra Actions, including the Demand Media Actions listed on Schedule 6.1(b) and any applicable future Demand Media Integra Actions; (ii) notify Rightside SeaSpine of material litigation developments related to the Demand Media Integra Actions; (iii) agree not to file any cross claim or institute separate legal proceedings against Rightside SeaSpine in relation to the Demand Media Integra Actions. Upon the settlement or judgment of any Demand Media Integra Action, Demand Media Integra shall in good faith determine an equitable apportionment of the settlement or judgment as between Demand Media Integra and RightsideSeaSpine. If Rightside SeaSpine provides Demand Media Integra with a written notice of RightsideSeaSpine’s objection to Demand MediaIntegra’s allocation of Liability within 60 days of receipt of that allocation, Demand Media Integra and Rightside SeaSpine shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Rightside SeaSpine and Demand Media Integra have not reached a mutually agreeable allocation of such Liability within 90 days of Demand MediaIntegra’s receipt of such objection notice, either Rightside SeaSpine or Demand Media Integra may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein. (c) Each of Demand Media Integra and Rightside SeaSpine agrees that at all times from and after the Effective Time, if an Action currently exists or is commenced by a third party with respect to which a Party (or any Entity affiliated with such Party) is a named defendant but such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party shall use commercially reasonable efforts to cause the named but not liable defendant to be removed from such Action. (d) Notwithstanding anything in this Section 6.1 to the contrary, Demand Media (i) Integra shall have the right to participate in the defense of any Rightside SeaSpine Action from which it has not been removed, and to be represented by attorneys of its own choosing and at its sole cost and expense and (ii) SeaSpine shall have the right to participate in the defense of any Integra Action from which it has not been removed, and to be represented by attorneys of its own choosing and at its sole cost and expense. (e) Rightside SeaSpine shall indemnify and hold harmless Demand Media Integra and the other Demand Media Integra Entities against Rightside SeaSpine Liabilities arising in connection with any Action, and Demand Media Integra shall indemnify and hold harmless Rightside SeaSpine and the other Rightside SeaSpine Entities against Demand Media Integra Liabilities arising in connection with any Action, in each case, in accordance with the indemnification provisions of Article V.

Case Allocation. (a) As of the Distribution Date, Rightside LENSAR shall, and, as applicable, shall cause the other Rightside LENSAR Entities to (i) diligently conduct, at its sole cost and expense, the defense of the Rightside Actions, including the Rightside LENSAR Actions listed on Schedule 6.1(a) and any applicable future Rightside LENSAR Actions; (ii) notify Demand Media PDL of material litigation developments related to the Rightside LENSAR Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against Demand Media PDL in relation to the Rightside LENSAR Actions. Upon the settlement or judgment of any Rightside LENSAR Action, Rightside LENSAR shall in good faith determine an equitable apportionment of such settlement or judgment as between Rightside LENSAR and Demand MediaPDL. If Demand Media PDL provides Rightside LENSAR with a written notice of Demand MediaPDL’s objection to RightsideLENSAR’s allocation of Liability within 60 days of receipt of that allocation, Rightside LENSAR and Demand Media PDL shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Demand Media PDL and Rightside LENSAR have not reached a mutually agreeable allocation of such Liability within 90 days of RightsideLENSAR’s receipt of such objection notice, either Demand Media PDL or Rightside LENSAR 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 PDL shall, and, as applicable, shall cause the other Demand Media PDL Entities to (i) diligently conduct, at its sole cost and expense, the defense of the Demand Media PDL Actions, including the Demand Media Actions listed on Schedule 6.1(b) and any applicable future Demand Media PDL Actions; (ii) notify Rightside LENSAR of material litigation developments related to the Demand Media PDL Actions; (iii) agree not to file any cross claim or institute separate legal proceedings against Rightside LENSAR in relation to the Demand Media PDL Actions. Upon the settlement or judgment of any Demand Media PDL Action, Demand Media PDL shall in good faith determine an equitable apportionment of the settlement or judgment as between Demand Media PDL and RightsideLENSAR. If Rightside LENSAR provides Demand Media PDL with a written notice of RightsideLENSAR’s objection to Demand MediaPDL’s allocation of Liability within 60 days of receipt of that allocation, Demand Media PDL and Rightside LENSAR shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Rightside LENSAR and Demand Media PDL have not reached a mutually agreeable allocation of such Liability within 90 days of Demand MediaPDL’s receipt of such objection notice, either Rightside LENSAR or Demand Media PDL may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein. (c) Each of Demand Media PDL and Rightside LENSAR agrees that at all times from and after the Effective Time, if an Action currently exists or is commenced by a third party with respect to which a Party (or any Entity affiliated with such Party) is a named defendant but such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party shall use commercially reasonable efforts to cause the named but not liable defendant to be removed from such Action. (d) Notwithstanding anything in this Section 6.1 to the contrary, Demand Media (i) PDL shall have the right to participate in the defense of any Rightside LENSAR Action from which it has not been removed, and to be represented by attorneys of its own choosing and at its sole cost and expense and (ii) LENSAR shall have the right to participate in the defense of any PDL Action from which it has not been removed, and to be represented by attorneys of its own choosing and at its sole cost and expense. (e) Rightside LENSAR shall indemnify and hold harmless Demand Media PDL and the other Demand Media PDL Entities against Rightside LENSAR Liabilities arising in connection with any Action, and Demand Media PDL shall indemnify and hold harmless Rightside LENSAR and the other Rightside LENSAR Entities against Demand Media PDL Liabilities arising in connection with any Action, in each case, in accordance with the indemnification provisions of Article V.

Case Allocation. (a) a. As of the Distribution Date, Rightside LENSAR shall, and, as applicable, shall cause the other Rightside LENSAR Entities to (i) diligently conduct, at its sole cost and expense, the defense of the Rightside Actions, including the Rightside LENSAR Actions listed on Schedule 6.1(a) and any applicable future Rightside LENSAR Actions; (ii) notify Demand Media PDL of material litigation developments related to the Rightside LENSAR Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against Demand Media PDL in relation to the Rightside LENSAR Actions. Upon the settlement or judgment of any Rightside LENSAR Action, Rightside LENSAR shall in good faith determine an equitable apportionment of such settlement or judgment as between Rightside LENSAR and Demand MediaPDL. If Demand Media PDL provides Rightside LENSAR with a written notice of Demand MediaPDL’s objection to RightsideLENSAR’s allocation of Liability within 60 days of receipt of that allocation, Rightside LENSAR and Demand Media PDL shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Demand Media PDL and Rightside LENSAR have not reached a mutually agreeable allocation of such Liability within 90 days of RightsideLENSAR’s receipt of such objection notice, either Demand Media PDL or Rightside LENSAR may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein. (b) b. As of the Distribution Date, Demand Media PDL shall, and, as applicable, shall cause the other Demand Media PDL Entities to (i) diligently conduct, at its sole cost and expense, the defense of the Demand Media PDL Actions, including the Demand Media Actions listed on Schedule 6.1(b) and any applicable future Demand Media PDL Actions; (ii) notify Rightside LENSAR of material litigation developments related to the Demand Media PDL Actions; (iii) agree not to file any cross claim or institute separate legal proceedings against Rightside LENSAR in relation to the Demand Media PDL Actions. Upon the settlement or judgment of any Demand Media PDL Action, Demand Media PDL shall in good faith determine an equitable apportionment of the settlement or judgment as between Demand Media PDL and RightsideLENSAR. If Rightside LENSAR provides Demand Media PDL with a written notice of RightsideLENSAR’s objection to Demand MediaPDL’s allocation of Liability within 60 days of receipt of that allocation, Demand Media PDL and Rightside LENSAR shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Rightside LENSAR and Demand Media PDL have not reached a mutually agreeable allocation of such Liability within 90 days of Demand MediaPDL’s receipt of such objection notice, either Rightside LENSAR or Demand Media PDL may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein. (c) c. Each of Demand Media PDL and Rightside LENSAR agrees that at all times from and after the Effective Time, if an Action currently exists or is commenced by a third party with respect to which a Party (or any Entity affiliated with such Party) is a named defendant but such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party shall use commercially reasonable efforts to cause the named but not liable defendant to be removed from such Action. (d) d. Notwithstanding anything in this Section 6.1 to the contrary, Demand Media PDL shall have the right to participate in the defense of any Rightside LENSAR Action from which it has not been removed, and to be represented by attorneys of its own choosing and at its sole cost and expense and LENSAR shall have the right to participate in the defense of any PDL Action from which it has not been removed, and to be represented by attorneys of its own choosing and at its sole cost and expense. (e) Rightside e. LENSAR shall indemnify and hold harmless Demand Media PDL and the other Demand Media PDL Entities against Rightside LENSAR Liabilities arising in connection with any Action, and Demand Media PDL shall indemnify and hold harmless Rightside LENSAR and the other Rightside LENSAR Entities against Demand Media PDL Liabilities arising in connection with any Action, in each case, in accordance with the indemnification provisions of Article V.