Joint Claims. Each Company shall promptly give notice to the other Company of any pending or threatened Tax Contest, claim, action, suit, investigation or proceeding brought by a third party relating to any Transaction Taxes or Transaction Tax-Related Losses for which such Company is or may be indemnified by the other Company under this Section 7 (each, a “Joint Claim”). Such notice shall contain (i) factual information (to the extent known) describing any asserted Tax liability or other claim in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority or third party relating to the Joint Claim, and (ii) the amount of the Joint Claim. Such notice shall be given within a reasonable period of time after notice thereof was received by such Company, but any failure to give timely notice shall not affect the indemnities given hereunder except, and only to the extent that, the indemnifying Company shall have been actually prejudiced as a result of such failure. Thereafter, each Company shall deliver to the other Company such additional information with respect to such Joint Claim in its possession that the other Company may reasonably request. Distributing and Spinco will have the right to jointly control the defense, compromise or settlement of any Joint Claim. No indemnified Company shall settle or compromise or consent to entry of any judgment with respect to any such Joint Claim without the prior written consent of the indemnifying Company, which consent may be withheld in the indemnifying Company’s sole discretion. No indemnifying Company shall settle or compromise or consent to entry of any judgment with respect to any such Joint Claim without the prior written consent of the indemnified Company, which consent may not be unreasonably withheld or delayed.
Joint Claims. Distributing and Splitco will have the right to jointly control the defense, compromise or settlement of any Joint Claim; provided, however, that with respect to any Joint Claim arising under the LEXE Tax Sharing Agreement, the CHUB Tax Sharing Agreement or the LTRIP Tax Sharing Agreement (or otherwise subject to the indemnification provisions of the LEXE Tax Sharing Agreement, the CHUB Tax Sharing Agreement or the LTRIP Tax Sharing Agreement), Splitco’s rights to jointly control, or otherwise participate in the defense, compromise or settlement of, any such Joint Claim will be subject to the terms of the LEXE Tax Sharing Agreement, the CHUB Tax Sharing Agreement or the LTRIP Tax Sharing Agreement, as applicable. Distributing shall use reasonable efforts to provide Splitco with the right to jointly control with Distributing and otherwise participate in the defense, compromise or settlement of, any Joint Claim arising under the LEXE Tax Sharing Agreement, the CHUB Tax Sharing Agreement or the LTRIP Tax Sharing Agreement (or otherwise subject to the indemnification provisions of the LEXE Tax Sharing Agreement, the CHUB Tax Sharing Agreement or the LTRIP Tax Sharing Agreement), including taking action on behalf of Splitco (at the request of Splitco) to the extent any other party to the LEXE Tax Sharing Agreement, the CHUB Tax Sharing Agreement or the LTRIP Tax Sharing Agreement does not recognize Splitco’s ability to act thereunder; provided, however, that Distributing shall not be required to relinquish any rights that it has to control the defense, compromise or settlement of any such Joint Claim (other than to Splitco pursuant to the foregoing). No indemnified Company shall settle or compromise or consent to entry of any judgment with respect to any such Joint Claim without the prior written consent of the indemnifying Company, which consent may be withheld in the indemnifying Company’s sole discretion. No indemnifying Company shall settle or compromise or consent to entry of any judgment with respect to any such Joint Claim unless such settlement, compromise or consent (x) includes an unconditional release of the indemnified Company and (y) does not enjoin or restrict in any way the future actions or conduct of the indemnified Company (other than with respect to its performance hereunder).
Joint Claims. If any third-party claim, demand, litigation, or suit involves allegations for which both Parties may assert claims for defense and indemnity from each other under this Agreement (“Mixed Claims”); then LE shall defend both Parties and their Representatives from such Mixed Claims at LE’s sole reasonable expense, provided that SHMC may, upon written notice to LE, take control of the defense of such Mixed Claims.
Joint Claims. Distributing and Splitco will have the right to jointly control the defense, compromise, or settlement of any Joint Claim. No indemnifying Company shall settle or compromise or consent to entry of any judgment with respect to any such Joint Claim, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), unless such settlement, compromise or consent (x) includes an unconditional release of the indemnified Company and (y) does not enjoin or restrict in any way the future actions or conduct of the indemnified Company (other than with respect to its performance hereunder).
Joint Claims. Joint Claims" means any claims under any Insurance Policy or D&O Policy that (a) the insurance carrier claims or could reasonably be expected to claim relate to a single incident or occurrence and (b) results or could reasonably be expected to result in the payment of Insurance Proceeds to or for the benefit of both one or more members of the Transocean Group and one or more members of the TODCO Group.
Joint Claims. Distributing and Splitco will have the right to jointly control the defense, compromise or settlement of any Joint Claim. No indemnified Company shall settle or compromise or consent to entry of any judgment with respect to any such Joint Claim without the prior written consent of the indemnifying Company, which consent may be withheld in the indemnifying Company’s sole discretion (exercised in good faith). No indemnifying Company shall settle or compromise or consent to entry of any judgment with respect to any such Joint Claim unless such settlement, compromise or consent (x) includes an unconditional release of the indemnified Company and (y) does not enjoin or restrict in any way the future actions or conduct of the indemnified Company (other than with respect to its performance hereunder). Notwithstanding the foregoing, in the event of an adverse determination with respect to any Joint Claim, absent mutual agreement between the Distributing and Splitco, a Company may not appeal (or take a similar action with respect to) such adverse determination unless such Company provides the other Company with a written opinion from a Tax Advisor, reasonably acceptable to the other Company, to the effect that it is more likely than not that the appeal will prevail on the merits.
Joint Claims. Each Banking Syndicated is a joint creditor for the claims under this Credit Facility. However, other than the Agent, if any Syndicated Bank wishes to exercise its joint claim against the Borrower and (or) the Guarantor, it must acquire the consent by the Resolution of Majority Syndicated Banks, except for the exercise of setoff right, lien or commingling. The amount or any other interest acquired by the Agent or any Syndicated Bank based on the joint claims under this Credit Facility (including partial or full repayment interest acquired through the exercise of setoff right, lien or commingling) and any other costs shall be shared by all Syndicated Banks in proportion to the Credit Risk Sharing Ratios. If each Syndicated Bank has any event of setoff or lien between the Borrower and (or) the Guarantor in accordance with Article 10, paragraph 4 of this Agreement, such Syndicated Bank shall act with the intention to enforce the Banking Syndicate’s claims and common interest. If any Syndicated Bank receives any amount or other interest from the joint claims under this Credit Facility (such as partial or full repayment interest through exercise of setoff right, lien or commingling) and any other cost, such Syndicated Bank shall immediately pay such amount to the Agent within 3 Business Days from receipt of the amount for the Agent to distribute in proportion to the Credit Risk Sharing Ratio. For the Borrower and the Syndicated Bank that received such amount originally, such amount shall be deemed unpaid and such Syndicated Bank shall remain entitled to all claims against the Borrower and other relevant amounts (except the amount received from distribution of such amount by the Agent).
Joint Claims. 6 1.53 Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.54 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.55 Licensed Intellectual Property. . . . . . . . . . . . . . . . . . 6 1.56 Licensed Marks. . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.57 Losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.58
Joint Claims. Each Seller and Buyer agrees that with regards to shared claims among the Parties, the Parties shall use commercially reasonable efforts to provide reasonable cooperation to enforce such claims.
Joint Claims. 6 1.53 Law....................................................................................................6 1.54 Liabilities............................................................................................6 1.55 Licensed Intellectual Property.........................................................................6 1.56 Licensed Marks.........................................................................................7 1.57 Losses.................................................................................................7 1.58
