Pre-IPO Date Actions. Except with respect to matters pertaining solely to, or solely in connection with, the Qualtrics Business, SAP may, in its sole discretion, have exclusive authority and control over the investigation, prosecution, defense and appeal of all Actions pending at the IPO Date relating to or arising in connection with, in any manner, the Qualtrics Business or the Qualtrics Liabilities, in each case if SAP or a member of the SAP Group is named as a party thereto; provided, however, that SAP must obtain the written consent of Qualtrics, such consent not to be unreasonably withheld, conditioned or delayed, to settle or compromise or consent to the entry of judgment with respect to such Action. After any such compromise, settlement, consent to entry of judgment or entry of judgment, SAP shall reasonably and fairly allocate to Qualtrics, and Qualtrics shall be responsible for Qualtrics’ proportionate share of, any such compromise, settlement, consent or judgment attributable to the Qualtrics Business or the Qualtrics Liabilities, including its proportionate share of the costs and expenses associated with defending same consistent with the manner in which costs and expenses would be allocated to other members of the SAP Group.
Pre-IPO Date Actions. Except with respect to matters pertaining solely to, or solely in connection with, the DSW Business, Retail Ventures may, in its sole discretion, have exclusive authority and control over the investigation, prosecution, defense and appeal of all Actions pending at the IPO Date relating to or arising in connection with, in any manner, the DSW assets or the DSW Liabilities if Retail Ventures or a member of the Retail Ventures Group is named as a party thereto; PROVIDED, HOWEVER, that Retail Ventures must obtain the written consent of DSW, such consent not to be unreasonably withheld, to settle or compromise or consent to the entry of judgment with respect to such Action. After any such compromise, settlement, consent to entry of judgment or entry of judgment, Retail Ventures shall reasonably and fairly allocate to DSW and DSW shall be responsible for DSW's proportionate share of any such compromise, settlement, consent or judgment attributable to the DSW Business, the DSW assets or the DSW Liabilities, including its proportionate share of the costs and expenses associated with defending same.
Pre-IPO Date Actions. Except with respect to matters pertaining solely to, or solely in connection with, the VMware Business, Dell Technologies may, in its sole discretion, have exclusive authority and control over the investigation, prosecution, defense and appeal of all Actions pending at the IPO Date relating to or arising in connection with, in any manner, the VMware assets or the VMware Liabilities if Dell Technologies or a member of the Dell Technologies Group is named as a party thereto; provided, however, that Dell Technologies must obtain the written consent of VMware, such consent not to be unreasonably withheld, to settle or compromise or consent to the entry of judgment with respect to such Action. After any such compromise, settlement, consent to entry of judgment or entry of judgment, Dell Technologies shall reasonably and fairly allocate to VMware and VMware shall be responsible for VMware's proportionate share of any such compromise, settlement, consent or judgment attributable to the VMware Business, the VMware assets or the VMware Liabilities, including its proportionate share of the costs and expenses associated with defending same.
Pre-IPO Date Actions. Except with respect to matters pertaining solely to, or solely in connection with, the Mobileye Business, Intel may, in its sole discretion, have exclusive authority and control over the investigation, prosecution, defense and appeal of all Actions pending at the IPO Date relating to or arising in connection with, in any manner, the Mobileye assets or the Mobileye Liabilities if Intel or a member of the Intel Group is named as a party thereto; provided, however, that Intel must obtain the written consent of Mobileye, such consent not to be unreasonably withheld, to settle or compromise or consent to the entry of judgment with respect to such Action. After any such compromise, settlement, consent to entry of judgment or entry of judgment, Intel shall reasonably and fairly allocate to Mobileye and Mobileye shall be responsible for Mobileye’s proportionate share of any such compromise, settlement, consent or judgment attributable to the Mobileye Business, the Mobileye assets or the Mobileye Liabilities, including its proportionate share of the costs and expenses associated with defending same.
Pre-IPO Date Actions. Except with respect to matters pertaining solely to, or solely in connection with, the Pivotal Business, Dell Technologies may, in its sole discretion, have exclusive authority and control over the investigation, prosecution, defense and appeal of all Actions pending at the IPO Date relating to or arising in connection with, in any manner, the Pivotal assets or the Pivotal Liabilities if Dell Technologies or other member of the Dell Technologies Group is named as a party thereto; provided, however, that Dell Technologies must obtain the written consent of Pivotal, such consent not to be unreasonably withheld, conditioned or delayed, to settle or compromise or consent to the entry of judgment with respect to such Action. After any such compromise, settlement, consent to entry of judgment or entry of judgment, Dell Technologies shall reasonably and fairly allocate to Pivotal, and Pivotal shall be responsible for, Pivotal’s proportionate share of any such compromise, settlement, consent or judgment attributable to the Pivotal Business, the Pivotal assets or the Pivotal Liabilities, including its proportionate share of the costs and expenses associated with defending such Action.
