Common use of Managed Claims Clause in Contracts

Managed Claims. CL&P shall exclusively manage and control all Managed Claims (whether before or after the applicable Closing); provided that: (a) CL&P shall be entitled, by notice given to UI within thirty (30) days after the applicable Closing, to elect not to so manage and control any Pending Proceeding, in which case such Pending Proceeding shall be deemed to be a Non-Managed Claim; (b) CL&P shall be entitled, by notice given to UI within thirty (30) days after CL&P receives written notice of a Managed Claim, to elect not to so manage and control such Managed Claim, in which case such Claim or Proceeding shall be a Non-Managed Claim; and/or (c) if a Third Party has asserted a Managed Claim against UI, but has not asserted such Managed Claim against CL&P and/or any of its Affiliates, then (i) such Claim or Proceeding shall become a Non-Managed Claim that UI shall manage at its sole cost and expense, with CL&P entitled to participate in the defense of such Non-Managed Claim through CL&P's counsel at CL&P's expense; (ii) UI shall select counsel for its defense of such Non-Managed Claim from a list of three (3) law firms chosen by CL&P, which list shall be provided by CL&P to UI within twenty (20) days after CL&P receives written notice of such Non-Managed Claim; and (iii) UI shall not agree to a consensual resolution of all or any portion of such Non-Managed Claim without the prior written consent of CL&P, which consent shall not be unreasonably withheld, conditioned or delayed; provided further that if such Third Party subsequently asserts such Claim against, and/or prosecutes a Proceeding involving, CL&P and/or any of its Affiliates, then CL&P shall be entitled to assume the exclusive management and control of such Claim or Proceeding as a Managed Claim effective upon CL&P's notice of such election given to UI. If any Non-Managed Claim becomes a Managed Claim pursuant to this Paragraph F.1(c), UI, at UI's sole cost and expense, will perform all such acts, file all such documents, and cause to be done all such other things as CL&P may reasonably request from time to time in connection with the transition of the management and control of such Non-Managed Claim (becoming a Managed Claim) to CL&P (including counsel selected by CL&P); provided that, if CL&P elects to change counsel in connection with such transition for reasons other than actual or potential conflicts and/or other objective reasons, CL&P shall bear the costs incurred by CL&P directly related to the transition of such Non-Managed Claim (becoming a Managed Claim) to the new counsel.

Managed Claims. CL&P After the Closing, Seller shall exclusively manage and control all Managed Claims (whether before or after the applicable Closing); provided that: (ai) CL&P Seller shall be entitled, by notice given to UI Buyer within thirty (30) days after the applicable Closing, to elect not to so manage and control any Pending Proceeding, in which case such Pending Proceeding shall be deemed to be a Non-Managed Claim; (b) CL&P shall be entitled, by notice given to UI within thirty (30) days after CL&P Seller receives written notice of a Managed Claim, to elect not to so manage and control such Managed Claim, in which case such Claim or Proceeding shall be a Non-Managed Claim; and/or (cii) if a Third Party has asserted a Managed Claim against UIBuyer, but has not asserted such Managed Claim against CL&P Seller and/or any of its Affiliates, then Seller shall be entitled, by notice given to Buyer within thirty (i30) days after Seller receives written notice of such Managed Claim, to elect not to so manage and control such Managed Execution Version - Confidential Claim, in which case such Claim or Proceeding shall become be a Non-Managed Claim that UI shall manage at its sole cost and expense, with CL&P entitled to participate in the defense of such Non-Managed Claim through CL&P's counsel at CL&P's expense; (ii) UI shall select counsel for its defense of such Non-Managed Claim from a list of three (3) law firms chosen by CL&P, which list shall be provided by CL&P to UI within twenty (20) days after CL&P receives written notice of such Non-Managed Claim; and (iii) UI shall not agree to a consensual resolution of all or any portion of such Non-Managed Claim without the prior written consent of CL&P, which consent shall not be unreasonably withheld, conditioned or delayed; provided further that if such Third Party subsequently asserts such Claim against, and/or prosecutes a Proceeding involving, CL&P Seller and/or any of its Affiliates, then CL&P Seller shall be entitled to assume the exclusive management and control of such Claim or Proceeding as a Managed Claim effective upon CL&PSeller's notice of such election given to UIBuyer. If any Non-Managed Claim becomes a Managed Claim pursuant to this Paragraph F.1(cSection 6.8(c), UIBuyer, at UIBuyer's sole cost and expense, will perform all such acts, file all such documents, and cause to be done performed all such other things as CL&P Seller may reasonably request from time to time in connection with the transition of the management and control of such Non-Managed Claim (becoming a Managed Claim) to CL&P Seller (including counsel selected by CL&PSeller); provided that, if CL&P elects to change counsel in connection with such transition for reasons other than actual or potential conflicts and/or other objective reasons, CL&P shall bear the costs incurred by CL&P directly related to the transition of such Non-Managed Claim (becoming a Managed Claim) to the new counsel.