Common use of Pre-IPO Date Actions Clause in Contracts

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.