Common use of Cooperation in Defense and Settlement Clause in Contracts

Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Leju and E-House in a material way due to the allocation of Liabilities, responsibilities for management of defense and related indemnities set forth in this Agreement or any of the Inter-Company Agreements, the Parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve the attorney-client privilege, joint defense or other privilege with respect thereto) so as to minimize such Liabilities and defense costs associated therewith. Any Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, engage counsel to assist in the defense of such claims.

Appears in 3 contracts

Samples: Master Transaction Agreement (Leju Holdings LTD), Master Transaction Agreement (E-House (China) Holdings LTD), Master Transaction Agreement (Leju Holdings LTD)

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Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Leju Yirendai and E-House CreditEase in a material way due to the allocation of Liabilities, responsibilities for management of defense and related indemnities set forth in this Agreement or any of the Inter-Company Agreements, the Parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve the attorney-client privilege, joint defense or other privilege with respect thereto) so as to minimize such Liabilities and defense costs associated therewith. Any Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, engage counsel to assist in the defense of such claims.

Appears in 2 contracts

Samples: Master Transaction Agreement (Yirendai Ltd.), Master Transaction Agreement (Yirendai Ltd.)

Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Leju CRIC and E-House in a material way due to the allocation of Liabilities, responsibilities for management of defense and related indemnities set forth in this Agreement or any of the Inter-Company Agreements, the Parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve the attorney-client privilege, joint defense or other privilege with respect thereto) so as to minimize such Liabilities and defense costs associated therewith. Any Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, engage counsel to assist in the defense of such claims.

Appears in 2 contracts

Samples: Master Transaction Agreement (E-House (China) Holdings LTD), Master Transaction Agreement (China Real Estate Information Corp)

Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Leju the Kaixin Group and E-House Renren Group in a material way due to the allocation of Liabilities, responsibilities for management of defense and related indemnities set forth in this Agreement or any of the Inter-Company Agreements, the Parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve the attorney-client privilege, joint defense or other privilege with respect thereto) so as to minimize such Liabilities and defense costs associated therewith. Any Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, engage counsel to assist in the defense of such claims.

Appears in 2 contracts

Samples: Master Transaction Agreement (Renren Inc.), Master Transaction Agreement (Kaixin Auto Holdings)

Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Leju PHH and E-House Cendant in a material way fashion due to the allocation of Liabilities, responsibilities for management of defense and related indemnities set forth in this Agreement or any of the Inter-Company Ancillary Agreements, the Parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve for both Parties the attorney-client privilege, joint defense or other privilege with respect thereto) so as to minimize such Liabilities and defense costs associated therewith. Any The Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, engage retain counsel to assist in the defense of such claims.

Appears in 2 contracts

Samples: Separation Agreement (PHH Corp), Separation Agreement (Cendant Corp)

Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Leju Changyou and E-House Sohu in a material way due to the allocation of Liabilities, responsibilities for management of defense and related indemnities set forth in this Agreement or any of the Inter-Company Agreements, the Parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve the attorney-client privilege, joint defense or other privilege with respect thereto) so as to minimize such Liabilities and defense costs associated therewith. Any Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, engage counsel to assist in the defense of such claims.

Appears in 2 contracts

Samples: Master Transaction Agreement (Changyou.com LTD), Master Transaction Agreement (Sohu Com Inc)

Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Leju VMware and E-House EMC in a material way fashion due to the allocation of Liabilities, responsibilities for management of defense and related indemnities set forth in this Agreement or any of the Inter-Company Agreements, the Parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve the attorney-client privilege, joint defense or other privilege with respect thereto) so as to minimize such Liabilities and defense costs associated therewith. Any The Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, engage associate counsel to assist in the defense of such claims.

Appears in 1 contract

Samples: Master Transaction Agreement (Vmware, Inc.)

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Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Leju ViSalus and E-House Blyth in a material way fashion due to the allocation of Liabilities, responsibilities for management of defense and related indemnities set forth in this Agreement or any of the Inter-Company Agreements, the Parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve the attorney-client privilege, joint defense or other privilege with respect thereto) so as to minimize such Liabilities and defense costs associated therewith. Any The Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if it deems it to be necessary or helpful, engage associate counsel to assist in the defense of such claims.

Appears in 1 contract

Samples: Master Transaction Agreement (FVA Ventures, Inc.)

Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Leju VMware and E-House Dell Technologies in a material way fashion due to the allocation of Liabilities, responsibilities for management of defense and related indemnities set forth in this Agreement or any of the Inter-Company Agreements, the Parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve the attorney-client privilege, joint defense or other privilege with respect thereto) so as to minimize such Liabilities and defense costs associated therewith. Any The Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, engage associate counsel to assist in the defense of such claims.

Appears in 1 contract

Samples: Master Transaction Agreement (Vmware, Inc.)

Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Leju SSI and E-House LSI Logic in a material way due fashion with respect to the allocation of Liabilities, responsibilities for management of defense and related indemnities set forth in the Separation Agreement, this Agreement or any of the Inter-Company Ancillary Agreements, the Parties parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve the attorney-client privilege, joint defense or other privilege with respect thereto) so as to minimize such Liabilities and defense costs associated therewith. Any Party The party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpfulhelpful in such party’s reasonable judgment, engage counsel to assist in the defense of such claimsclaims at such party’s own expense.

Appears in 1 contract

Samples: Indemnification and Insurance Matters Agreement (Lsi Logic Corp)

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