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 Jimu and Pintec 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 (Pintec Technology Holdings LTD), Master Transaction Agreement (Pintec Technology Holdings LTD)

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Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Jimu DSW and Pintec Retail Ventures 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 2 contracts

Samples: Master Separation Agreement (Retail Ventures Inc), Master Separation Agreement (DSW Inc.)

Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Jimu CMC and Pintec UOL 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 (Classmates Media CORP)

Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Jimu AMTD Digital and Pintec AMTD Parent in a material way due to the allocation of Liabilities, responsibilities for management of defense 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 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 1 contract

Samples: Master Transaction Agreement (AMTD Digital Inc.)

Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Jimu DSW and Pintec Retail Ventures 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 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 Separation Agreement (DSW Inc.)

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Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Jimu AMTD International and Pintec AMTD Parent in a material way due to the allocation of Liabilities, responsibilities for management of defense 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 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 1 contract

Samples: Master Transaction Agreement (AMTD International Inc.)

Cooperation in Defense and Settlement. With respect to any Third Party Claim that implicates both Jimu Coach and Pintec Xxxx Xxx in a material way fashion due 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 helpful, engage associate counsel to assist in the defense of such claims.

Appears in 1 contract

Samples: Indemnification and Insurance Matters Agreement (Coach Inc)

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