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 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 relating solely to, or arising solely in connection with, the DSW ViSalus Business, Retail Ventures Blyth 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 ViSalus assets or the DSW ViSalus Liabilities if Retail Ventures Blyth or a member of the Retail Ventures Blyth Group is named as a party thereto; PROVIDEDprovided, HOWEVERhowever, that Retail Ventures Blyth must obtain the written consent of DSWViSalus, such consent not to be unreasonably withheld, to settle or compromise or consent to the entry of judgment with respect to any such Action. After any such compromise, settlement, consent to entry of judgment or entry of judgment, Retail Ventures Blyth shall reasonably and fairly allocate to DSW ViSalus and DSW ViSalus shall be responsible for DSW's ViSalus’ proportionate share of any such compromise, settlement, consent or judgment attributable to the DSW ViSalus Business, the DSW ViSalus assets or the DSW ViSalus Liabilities, including its proportionate share of the costs and expenses associated with defending same.