Common use of Combination Claims Clause in Contracts

Combination Claims. Insofar as Partner’s obligations under Subsection 13.2.1 result from, arise out of, or relate to a combination of the Partner Products with Wazuh Products (a “Combination Claim”), Partner shall be liable to pay only its Proportionate Share of the costs, fees, damages and losses (collectively, “Costs”) associated with such Combination Claim. The “Proportionate Share” payable by Partner shall be a portion of the Costs determined by Xxxxx on an objectively fair and equitable basis to be aributable to Partner based on the relative materiality of the role played by the applicable Partner Products or Partner methods or actions in the Combination Claim. If Partner believes Xxxxx’s assessment of Partner’s Proportionate Share is not fair and equitable, then Partner’s Proportionate Share shall be determined, insofar as possible, through good faith negotiation between the parties; provided, however, that a failure of the parties to agree on Partner’s Proportionate Share shall not relieve Partner of its obligations to pay its Proportionate Share under this Section. Partner shall make payments in satisfaction of its Proportionate Share obligation whenever such payments become due.