Common use of Case Allocation Clause in Contracts

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 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 Section 5.01(a) above, and Spinco shall promptly reimburse L-3 for any costs or expenses incurred by L-3 in connection with such Joint Action pursuant to Section 5.01(f); 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 an L-3 Action subject to Section 5.01(b) above, and L-3 shall promptly reimburse Spinco for any costs or expenses incurred by Spinco in connection with such Joint Action pursuant to Section 5.01(f). L-3 and Spinco shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof. In addition, Spinco shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement of any Joint Action, at its own expense. (f) Until such time as the respective Liabilities of the members of the L-3 Group and Spinco Group are determined in connection with any Joint Action, L-3 and Spinco shall each pay 50% of the costs and expenses associated with the defense of such Joint Action. The Parties agree that, to effect the foregoing sharing arrangement, counsel in connection with any Joint Action shall be instructed to render separate bills to L-3 and to Spinco. In the event that either Party pays any costs or expenses that are the responsibility of the other Party hereunder (including any costs or expenses paid by either Party in connection with a Joint Action pursuant to the first sentence of this Section 5.01(f), which Joint Action is subsequently deemed to be a Spinco Action or L-3 Action, as the case may be), the responsible Party shall promptly reimburse the other Party for such amounts. Spinco shall have the right to employ separate counsel to represent it and members of the Spinco Group if Spinco shall have reasonably concluded that there may be a legal defense available to members of the Spinco Group that are different from or in addition to those available to L-3 or representation of both L-3 (or any member of the L-3 Group) and Spinco (or any member of the Spinco Group) by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case fees and expenses of such counsel incurred by Spinco shall be included in the amounts allocated by the immediately following sentence of this Section 5.01(f). Upon the determination of Liability of the members of the L-3 Group and Spinco Group in connection with any Joint Action, Spinco shall indemnify and hold harmless L-3 and other members of the L-3 Group against the portion of such Liabilities relating primarily to the Spinco Business, and L-3 shall indemnify and hold harmless Spinco and other members of the Spinco Group against the portion of such Liabilities relating primarily to the L-3 Business, including, in each case, the costs and expenses associated with the defense of such Joint Action since the beginning of such Joint Action, which shall be allocated between L-3 and Spinco in proportion to the Liability with respect to such Joint Action of members of the L-3 Group, on the one hand, and members of the Spinco Group, on the other hand; provided, that in the event the respective Liabilities of the members of the L-3 Group and Spinco Group are unable to be determined with respect to any Joint Action, 50% shall be deemed to be allocated to each of the L-3 Group and Spinco Group. Indemnification pursuant to this Section 5.01(f) shall be in accordance with the indemnification provisions of Article VI.

Case Allocation. (a) As of the Distribution Date, Spinco shall, and, as applicable, shall cause the other members of the Spinco Group to to, (i) diligently conduct, at its sole cost and expense, the defense of the Spinco Actions, including but not limited to the Spinco Actions listed on Schedule 5.01(a5.1(a) and any applicable future Spinco Actions; (ii) notify L-3 Parent 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 Parent in relation to the Spinco Actions. (b) As of the Distribution Date, L-3 Parent shall, and, as applicable, shall cause the other members of the L-3 Parent Group to to, (i) diligently conduct, at its sole cost and expense, the defense of the L-3 Parent Actions, including the L-3 Parent Actions listed on Schedule 5.01(b5.1(b) and any applicable future L-3 Actions; (ii) notify Spinco of material litigation developments related to the L-3 Parent Actions; and (iiiii) agree not to file any cross claim or institute separate legal proceedings against Spinco in relation to the L-3 Parent Actions. (c) Notwithstanding anything in this Section 5.01 5.1 to the contrary, L-3 Parent 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 Parent and other members of the L-3 Parent Group against Liabilities arising in connection with Spinco Actions, and L-3 Parent shall indemnify and hold harmless Spinco and other members of the Spinco Group against Liabilities arising in connection with L-3 Parent 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 Parent shall, and, as applicable, shall cause the other members of the L-3 Parent Group to to, (i) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 5.01(e5.1(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, 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 Section 5.01(aclause (a) above, ; and Spinco shall promptly reimburse L-3 for any costs or expenses incurred by L-3 in connection with such Joint Action pursuant to Section 5.01(f); 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 an L-3 a Parent Action subject to Section 5.01(bclause (b) above, and L-3 shall promptly reimburse Spinco for any costs or expenses incurred by Spinco in connection with such Joint Action pursuant to Section 5.01(f). L-3 Parent and Spinco shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof. In addition, Spinco Any dispute regarding whether an Action remains a Joint Action shall have be settled pursuant to the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement dispute resolution mechanics of any Joint Action, at its own expenseSection 9.15. (f) Until such time as the respective Liabilities of the members of the L-3 Parent Group and Spinco Group are determined in connection with any Joint Action, L-3 Parent and Spinco shall each pay fifty percent (50% %) of the costs cost and expenses associated with the defense of such Joint Action. The Parties parties agree that, to effect the foregoing sharing arrangement, counsel in connection with any Joint Action shall be instructed to render separate bills to L-3 Parent and to Spinco. In the event that either Party pays any costs or expenses that are the responsibility of the other Party hereunder (including any costs or expenses paid by either Party in connection with a Joint Action pursuant to the first sentence of this Section 5.01(f), which Joint Action is subsequently deemed to be a Spinco Action or L-3 Action, as the case may be)hereunder, the responsible Party shall promptly reimburse the other Party for such amounts. Spinco shall have the right to employ separate counsel to represent it and members of the Spinco Group if Spinco shall have reasonably concluded that there may be a legal defense available to members of the Spinco Group that are different from or in addition to those available to L-3 Parent or representation of both L-3 Parent (or any member of the L-3 Parent Group) and Spinco (or any member of the Spinco Group) by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case fees and expenses of such counsel incurred by Spinco shall be included in the amounts allocated by the immediately following next sentence of this Section 5.01(fparagraph (f). Upon the determination of Liability of the members of the L-3 Parent Group and Spinco Group in connection with any Joint Action, Spinco shall indemnify and hold harmless L-3 Parent and other members of the L-3 Parent Group against the portion of such Liabilities relating primarily to the Spinco Business, and L-3 Parent shall indemnify and hold harmless Spinco and other members of the Spinco Group against the portion of such Liabilities relating primarily to the L-3 Parent Business, including, in each case, the costs and expenses associated with the defense of such Joint Action since the beginning of such Joint Action, which shall be allocated between L-3 Parent and Spinco in proportion to the Liability with respect to such Joint Action of members of the L-3 Parent Group, on the one hand, and members of the Spinco Group, on the other hand; provided, that in the event the respective Liabilities of the members of the L-3 Group and Spinco Group are unable to be determined with respect to any Joint Action, 50% shall be deemed to be allocated to each of the L-3 Group and Spinco Group. Indemnification pursuant to this Section 5.01(f5.1(f) shall be in accordance with the indemnification provisions of Article VI.

Case Allocation. (a) As of the Distribution DateEffective Time, 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 Parent 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 Parent in relation to the Spinco Actions. (b) As of the Distribution DateEffective Time, L-3 Parent shall, and, as applicable, shall cause the other members of the L-3 Parent Group to to, (i) diligently conduct, at its sole cost and expense, the defense of the L-3 Actions, including the L-3 Parent 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 Parent Actions; and (iiiii) agree not to file any cross claim or institute separate legal proceedings against Spinco in relation to the L-3 Parent Actions. (c) Notwithstanding anything in this Section 5.01 5.1 to the contrary, L-3 Parent 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 Parent and other members of the L-3 Parent Group against Liabilities arising in connection with Spinco Actions, and L-3 Parent shall indemnify and hold harmless Spinco and other members of the Spinco Group against Liabilities arising in connection with L-3 Parent 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 DateEffective Time, L-3 Parent shall, and, as applicable, shall cause the other members of the L-3 Group to Parent 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, 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 Section 5.01(aclause (a) above, ; and Spinco shall promptly reimburse L-3 for any costs or expenses incurred by L-3 in connection with such Joint Action pursuant to Section 5.01(f); 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 an L-3 a Parent Action subject to Section 5.01(bclause (b) above, and L-3 shall promptly reimburse Spinco for any costs or expenses incurred by Spinco in connection with such Joint Action pursuant to Section 5.01(f). L-3 Parent and Spinco shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof. In addition, Spinco Any dispute regarding whether an Action remains a Joint Action shall have be settled pursuant to the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement dispute resolution mechanics of any Joint Action, at its own expenseSection 9.15. (f) Until such time as the respective Liabilities of the members of the L-3 Group Parent and Spinco Group are determined in connection with any Joint Action, L-3 Parent and Spinco shall each pay fifty percent (50% %) of the costs cost and expenses associated with the defense of such Joint Action. The Parties parties agree that, to effect the foregoing sharing arrangement, counsel in connection with any Joint Action shall be instructed to render separate bills to L-3 Parent and to Spinco. In the event that either Party pays any costs or expenses that are the responsibility of the other Party hereunder (including any costs or expenses paid by either Party in connection with a Joint Action pursuant to the first sentence of this Section 5.01(f), which Joint Action is subsequently deemed to be a Spinco Action or L-3 Action, as the case may be)hereunder, the responsible Party shall promptly reimburse the other Party for such amounts. Spinco shall have the right to employ separate counsel to represent it and Spinco and/or any members of the Spinco Group if Spinco shall have reasonably concluded that there may be a legal defense available to members of the Spinco Group that are different from or in addition to those available to L-3 Parent or representation of both L-3 Parent (or any member of the L-3 Parent Group) and Spinco (or any member of the Spinco Group) by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case fees and expenses of such counsel incurred by Spinco shall be included in the amounts allocated by the immediately following next sentence of this Section 5.01(fparagraph (f). Upon the determination of Liability of the members of the L-3 Parent Group and Spinco Group in connection with any Joint Action, Spinco shall indemnify and hold harmless L-3 Parent and other members of the L-3 Group Parent against the portion of such Liabilities relating primarily to the Spinco Business, and L-3 Parent shall indemnify and hold harmless Spinco (and other any members of the Spinco Group Group) against the portion of such Liabilities relating primarily to the L-3 Parent Business, including, in each case, the costs and expenses associated with the defense of such Joint Action since the beginning of such Joint Action, which shall be allocated between L-3 Parent and Spinco in proportion to the Liability with respect to such Joint Action of members of the L-3 GroupParent, on the one hand, and members of the Spinco GroupSpinco, on the other hand; provided, that in the event the respective Liabilities of the members of the L-3 Group and Spinco Group are unable to be determined with respect to any Joint Action, 50% shall be deemed to be allocated to each of the L-3 Group and Spinco Group. Indemnification pursuant to this Section 5.01(f5.1(f) shall be in accordance with the indemnification provisions of Article VI.

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 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 Section 5.01(a) above, and Spinco shall promptly reimburse L-3 for any costs or expenses incurred by L-3 in connection with such Joint Action pursuant to Section 5.01(f); 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 an L-3 Action subject to Section 5.01(b) above, and L-3 shall promptly reimburse Spinco for any costs or expenses incurred by Spinco in connection with such Joint Action pursuant to Section 5.01(f). L-3 and Spinco shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof. In addition, Spinco shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement of any Joint Action, at its own expense. (f) Until such time as the respective Liabilities of the members of the L-3 Group and Spinco Group are determined in connection with any Joint Action, L-3 and Spinco shall each pay 50% of the costs and expenses associated with the defense of such Joint Action. The Parties agree that, to effect the foregoing sharing arrangement, counsel in connection with any Joint Action shall be instructed to render separate bills to L-3 and to Spinco. In the event that either Party pays any costs or expenses that are the responsibility of the other Party hereunder (including any costs or expenses paid by either Party in connection with a Joint Action pursuant to the first sentence of this Section 5.01(f), which Joint Action is subsequently deemed to be a Spinco Action or L-3 Action, as the case may be), the responsible Party shall promptly reimburse the other Party for such amounts. Spinco shall have the right to employ separate counsel to represent it and members of the Spinco Group if Spinco shall have reasonably concluded that there may be a legal defense available to members of the Spinco Group that are different from or in addition to those available to L-3 or representation of both L-3 (or any member of the L-3 Group) and Spinco (or any member of the Spinco Group) by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case fees and expenses of such counsel incurred by Spinco shall be included in the amounts allocated by the immediately following sentence of this Section 5.01(f). Upon the determination of Liability of the members of the L-3 Group and Spinco Group in connection with any Joint Action, Spinco shall indemnify and hold harmless L-3 and other members of the L-3 Group against the portion of such Liabilities relating primarily to the Spinco Business, and L-3 shall indemnify and hold harmless Spinco and other members of the Spinco Group against the portion of such Liabilities relating primarily to the L-3 Business, including, in each case, the costs and expenses associated with the defense of such Joint Action since the beginning of such Joint Action, which shall be allocated between L-3 and Spinco in proportion to the Liability with respect to such Joint Action of members of the L-3 Group, on the one hand, and members of the Spinco Group, on the other hand; provided, that in the event the respective Liabilities of the members of the L-3 Group and Spinco Group are unable to be determined with respect to any Joint Action, 50% shall be deemed to be allocated to each of the L-3 Group and Spinco Group. Indemnification pursuant to this Section 5.01(f) shall be in accordance with the indemnification provisions of Article VI.