Litigation and Settlement Cooperation Clause Samples
The Litigation and Settlement Cooperation clause requires parties to work together in the event of legal disputes or claims related to their agreement. In practice, this means both parties must share relevant information, coordinate legal strategies, and assist each other in responding to lawsuits or settlement negotiations. The core function of this clause is to ensure efficient handling of legal matters, minimize costs, and present a unified approach, thereby reducing the risk of conflicting actions or unnecessary delays.
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Litigation and Settlement Cooperation. (a) With respect to any claim or demand made against any member of either the Travelport Affiliated Group or the OWW Affiliated Group (each, a “Third Party Claim”) that implicates at least one member of each of the Travelport Affiliated Group and the OWW Affiliated Group in a material fashion due to the allocation of Losses, responsibilities for management of defense and related indemnities pursuant to this Agreement, the Parties agree to use reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for the applicable parties the attorney-client privilege, joint defense or other privilege with respect thereto). 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, retain counsel to assist in the defense of such claims.
(b) Travelport and OWW agree that at all times henceforth, if an action is commenced by a third party with respect to which any member of either the Travelport Affiliated Group or the OWW Affiliated Group is a nominal defendant and/or such action is otherwise not a Loss allocated to any such Party under this Agreement, then such member of the Travelport Affiliated Group or the OWW Affiliated Group, as the case may be, shall use commercially reasonable efforts to cause such nominal defendant to be removed from such action.
Litigation and Settlement Cooperation. Genworth or the Company, as applicable (the “Settling Party”) will, respectively, use its commercially reasonable efforts to include the Company and its Subsidiaries or Genworth and its Subsidiaries, as applicable (the “Non-Settling Party”), in the settlement of any Third-Party Claim arising prior to the Trigger Date which jointly involves a member of the Genworth Group and a member of the Company Group, but for which no member of the Genworth Group or the Company Group is an Indemnified Party (the “Joint Claims”); provided, however, that the Non-Settling Party shall be responsible for its share of any such settlement obligation and any incremental cost (as reasonably determined by Settling Party) to the Settling Party of including the Non-Settling Party in such settlement; provided, further, that the Non-Settling Party shall be permitted in good faith to opt out of any settlement if the Non-Settling Party agrees to be responsible for defending its share of such Joint Claim. After the date hereof, the Party that is primarily affected by a Joint Claim shall have the primary responsibility for defending such Joint Claim. The Parties agree to cooperate in the defense and settlement of any Joint Claim that primarily relates to matters, actions, events or occurrences taking place prior to the Trigger Date. In addition, both Genworth and the Company will use their reasonable best efforts to make the necessary filings to permit each Party to defend its own interests in any Joint Claim as of the Trigger Date, or as soon as practicable thereafter.
Litigation and Settlement Cooperation. Prior to the Trigger Date, GE will use its commercially reasonable efforts to include Genworth and its Subsidiaries in the settlement of any Third Party Claim which jointly involves a member of the GE Group and a member of the Genworth Group; provided, however, that Genworth shall be responsible for its share of any such settlement obligation and any incremental cost (as reasonably determined by GE) to GE of including Genworth in such settlement; provided, further, that Genworth shall be permitted in good faith to opt out of any settlement if Genworth agrees to be responsible for defending its share of such Third Party Claim. The parties agree to cooperate in the defense and settlement of any such Third Party Claim which primarily relates to matters, actions, events or occurrences taking place prior to the Trigger Date. In addition, both Genworth and GE will use their commercially reasonable efforts to make the necessary filings to permit each party to defend its own interests in any such Third Party Claim as of the Trigger Date, or as soon as practicable thereafter.
Litigation and Settlement Cooperation. (a) Prior to the Second Trigger Date, each of Liberty Mutual and Agency Markets will use its reasonable best efforts to keep each other informed and include the other party in the settlement of any threatened or filed third-party action, claim or dispute (“Third-Party Action”) against a member of the Liberty Mutual Affiliated Group, or Agency Markets or one of its Subsidiaries (in each case, a “Primary Litigant”) which involves the other party (the “Secondary Litigant”); provided, however, that each of Liberty Mutual and Agency Markets agree that it shall be responsible, if, in the case of Liberty Mutual, it or a member of the Liberty Mutual Affiliated Group is a Secondary Litigant, or, in the case of Agency Markets, it or one of its Subsidiaries is a Secondary Litigant, for the applicable share of any such settlement obligation and any incremental cost (as reasonably determined by the Primary Litigant) to the Primary Litigant of including the Secondary Litigant in such settlement. If it is determined by the Primary Litigant and the Secondary Litigant that the Secondary Litigant is only named in the Third-Party Action because of its relationship with the Primary Litigant (as current or former Affiliate), then Liberty Mutual, if it or a member of the Liberty Mutual Affiliated Group is the Primary Litigant, or Agency Markets, if it or one of its Subsidiaries is the Primary Litigant, will bear all costs and settlement obligations. The parties agree to cooperate in the defense and settlement of any Third-Party Action which primarily relates to matters, actions, events or occurrences taking place prior to the Second Trigger Date. Prior to the Second Trigger Date, both Agency Markets and Liberty Mutual will use their reasonable best efforts to (i) make the necessary filings to permit each party to defend its own interests in any Third-Party Action and (ii) cooperate with one another to ensure that information that has been generated in the course of the defense of the Third-Party Actions is transferred to the party requiring such information as soon as practicable.
(b) For a period of one year following the Second Trigger Date, and except in the case of a legal or other proceeding by (i) Agency Markets or any of its Subsidiaries against any member of the Liberty Mutual Affiliated Group or (ii) any member of the Liberty Mutual Affiliated Group against Agency Markets or any of its Subsidiaries, Agency Markets and Liberty Mutual shall use their reasonable best effo...
Litigation and Settlement Cooperation. Prior to the Trigger Date, Genworth Financial will use its commercially reasonable efforts to include Genworth Mortgage Insurance Canada in the settlement of any Third Party Claim which jointly involves Genworth Financial and Genworth Mortgage Insurance Canada; provided, however, that Genworth Mortgage Insurance Canada shall be responsible for its share of any such settlement obligation and any incremental cost (as reasonably determined by Genworth Financial) to Genworth Financial of including Genworth Mortgage Insurance Canada in such settlement; provided, further, that Genworth Mortgage Insurance Canada shall be permitted in good faith to opt out of any settlement if Genworth Mortgage Insurance Canada agrees to be responsible for defending its share of such Third Party Claim. The parties agree to cooperate in the defense and settlement of any such Third Party Claim which primarily relates to matters, actions, events or occurrences taking place prior to the Trigger Date. In addition, both Genworth Mortgage Insurance Canada and Genworth Financial will use their commercially reasonable efforts to make the necessary filings to permit each party to defend its own interests in any such Third Party Claim as of the Trigger Date, or as soon as practicable thereafter.
Litigation and Settlement Cooperation. Prior to the Trigger Date, Citigroup will use its reasonable best efforts to include TPC and its Subsidiaries in the settlement of any threatened or filed third-party action, claim or dispute which jointly involves a member of the Citigroup Affiliated Group and TPC or any of its Subsidiaries ("Third Party Action"); provided, however, that TPC shall be responsible for its share of any such settlement obligation and any incremental cost (as reasonably determined by Citigroup) to Citigroup of including TPC in such settlement. The parties agree to cooperate in the defense and settlement of any Third-Party Action which primarily relates to matters, actions, events or occurrences taking place prior to the Trigger Date. In addition, both TPC and Citigroup will use their reasonable best efforts (i) to make the necessary filings to permit each Party to defend its own interests in any Third Party Action as of the Trigger Date, or as soon as practicable thereafter and (ii) to cooperate with one another to ensure that information that has been generated in the course of the defense of the Third Party Actions is transferred to the party requiring such information either before the Trigger Date or within four months after the Trigger Date.
Litigation and Settlement Cooperation. Prior to the Trigger Date, Citigroup will use its reasonable best efforts to include TPC and its Subsidiaries in the settlement of any threatened or filed third-party action, claim or dispute which jointly involves a member of the Citigroup Affiliated Group and TPC or any of its Subsidiaries ("Third Party Action"); provided, however, that TPC shall be responsible for its share of any such settlement obligation and any incremental cost (as reasonably determined by Citigroup) to Citigroup of including TPC in such settlement. The parties agree to cooperate in the defense and settlement of any Third-Party Action which primarily relates to matters, actions, events or occurrences taking place prior to the Trigger Date. In addition, both TPC and Citigroup will use their reasonable best efforts to make the necessary filings to permit each Party to defend its own interests in any Third Party Action as of the Trigger Date, or as soon as practicable thereafter.