Common use of Pending, Threatened and Unasserted Claims Clause in Contracts

Pending, Threatened and Unasserted Claims. NRF shall assume liability for all pending, threatened and unasserted Claims relating to actions or omissions occurring prior to the Distribution relating to the NRE Business and NRE shall be responsible for all Claims relating to actions or omissions occurring after the Distribution that relate to the NRE Business. To the extent a Claim relates to a series of actions relating to the NRE Business occurring both before and after the Distribution, NRE shall allocate liability for such Claims between NRE and NRF on a pro-rata basis or such other means as NRE determines to be reasonable. In the event of any third-party Claims that name both Parties as defendants but that do not primarily relate to either the NRE Business or the NRF Business, each Party will cooperate with the other Party to defend against such Claims. Each Party will cooperate in defending any Claims against the other for events that are related to the Distribution, but may have taken place prior to, on or after the Distribution Date.