Common use of Specified Litigation Clause in Contracts

Specified Litigation. Set forth on Exhibit E is a list of certain Employees (the “Litigation Required Employees”) whose assistance and cooperation is required in connection with the pending litigation specified on Exhibit E (the “Specified Litigation”), and the percentage of each such Employee’s time estimated to be required to provide such assistance and cooperation. Purchaser and the other Purchasing Entities agree to continue the employment in the Business of each of the Litigation Required Employees at no less than their current level of compensation until such time as the Specified Litigation has been fully and finally resolved (the “Litigation Termination Date”); provided, however, that during such time, UNOVA shall reimburse Purchaser and other Purchasing Entities, as applicable, for the percentage of the direct compensation (salary and fringe benefits) of the Litigation Required Employees specified on Exhibit E and reasonable out-of-pocket costs incurred by those Employees in participating in the Specified Litigation; and provided further, that if Purchaser or another Purchasing Entity would not offer to employ or would terminate any of the Litigation Required Employees but for this Section 8.3(a), UNOVA shall reimburse Purchaser or another Purchasing Entity, as applicable, for the full salary and fringe benefits of such employee, but in such case, neither Purchaser nor any Purchasing Entity shall require such employee to work in the Business. If any of the Litigation Required Employees is terminated by Purchaser or any other Purchasing Entity within 30 days following the Litigation Termination Date, UNOVA shall reimburse Purchaser or the applicable Purchasing Entity for the severance payable to such individual to the extent of any severance that would be payable to such individual under UIASI’s severance plan if he were terminated on the Transfer Date.

Specified Litigation. Set forth on Exhibit E is a list of certain Employees (With respect to the “Litigation Required Employees”) whose assistance and cooperation is required in connection with the pending litigation specified on Exhibit E (the “Specified Litigation”, the following procedures shall apply (notwithstanding anything to the contrary contained in this Agreement), and including the percentage provisions of each such Employee’s time estimated Section 9.5): (a) Seller or the Seller Guarantor shall have the right to be required to provide such assistance and cooperation. Purchaser and control the other Purchasing Entities agree to continue the employment in the Business defense of each of the Litigation Required Employees at no less than their current level of compensation until such time as the Specified Litigation has been fully and finally resolved unless they have failed or are failing to defend the claim in good faith. Seller or the Seller Guarantor may settle the Specified Litigation without the prior written consent of the Purchaser if such settlement (a) meets the “Litigation Termination Date”); provided, however, that during such time, UNOVA shall reimburse Purchaser and other Purchasing Entities, as applicable, requirements of the penultimate sentence of Section 9.5(c) for the percentage settlement of claims by an Indemnifying Party without the prior consent of the direct compensation Indemnified Party and (salary and fringe benefitsb) would not reasonably be expected to have an adverse effect on either (i) Purchaser’s ability to market, sell or distribute any Product at any time after the Closing or (ii) the goodwill or reputation of the Business or the Product at any time after the Closing. The Parties shall cooperate to ensure all communications with respect to the Specified Litigation Required Employees specified on Exhibit E are conducted in a manner that preserves the attorney-client privilege and common interest privilege to the maximum extent possible. (b) Seller shall take commercially reasonable out-of-pocket costs incurred by those Employees in participating in actions to pursue coverage from the Seller’s insurance carrier under the Seller’s existing insurance policy or policies that covers the Specified Litigation; , with the proceeds thereof to paid, first, to Purchaser to reimburse it for any Losses (including Defense Costs) arising from the Specified Litigation and provided furtherthen to the Seller. (c) For purposes of the Specified Litigation, that if “Losses” shall mean the aggregate of: (i) any settlement payments due to the counterparty to the Specified Litigation or money damages (including, but not limited to, any judgment, fines, penalties, costs, or attorneys’ fees) awarded to the counterparty to the Specified Litigation by a court, in each case to the extent paid or payable by a Purchaser Indemnified Party, plus (ii) the Defense Costs. “Defense Costs” shall mean the fees, costs and expenses incurred by the Purchaser Indemnified Parties (including attorneys’, consultants’ and experts’ fees, costs and expenses) in the investigation, settlement, negotiation or another Purchasing Entity would defense of the Specified Litigation. Defense Costs do not offer to employ include any salaries, benefits or would terminate other compensation for officers or employees of any of the Litigation Required Employees but for this Section 8.3(a)Purchaser Indemnified Parties, UNOVA shall reimburse Purchaser or another Purchasing Entity, except as applicable, for the full salary and fringe benefits of such employee, but in such case, neither Purchaser nor any Purchasing Entity shall require such employee to work otherwise expressly set forth in the Business. If any of the Litigation Required Employees is terminated by Purchaser or any other Purchasing Entity within 30 days following the Litigation Termination Date, UNOVA shall reimburse Purchaser or the applicable Purchasing Entity for the severance payable to such individual to the extent of any severance that would be payable to such individual under UIASI’s severance plan if he were terminated on the Transfer DateTransition Services Agreement.