Common use of Shared Liabilities Clause in Contracts

Shared Liabilities. (a) With respect to any Shared Liability, the “Managing Party” will be the Party that is a defendant in, or otherwise directly defending, an Action with respect to a Shared Liability, except if both Parties are defendants in any such Action, the Parties will establish a joint defense in accordance with Section 6.8. (b) The Managing Party will be responsible for managing, and will have the authority to manage, the defense and resolution (including, subject to Section 5.7(b)(iv), settlement) of an Action with respect to a Shared Liability. The Managing Party will, when possible under the circumstances, (i) consult the Non-Managing Party regarding the defense strategy with respect to any such Action, (ii) before agreeing to a settlement or other voluntary final disposition thereof, advise the Non-Managing Party of the proposed terms of such disposition, and (iii) consider in good faith any alternative terms proposed by the Non-Managing Party. Notwithstanding the foregoing, the Non-Managing Party will not be entitled to raise as a defense to its obligations to pay any amount in respect of any Shared Liability Action that the Non-Managing Party was not consulted in the response to or defense thereof (except to the extent such consultation was required under this Agreement), that such Party’s views or opinions as to the conduct of such response to or defense or the reasonableness of any settlement were not accepted or adopted, that such Party does not approve of the quality or manner of the response to or defense thereof or that such Shared Liability was incurred by reason of a settlement rather than by a judgment or other determination of liability. (c) Any proportional amount owed in respect of any Shared Liability will be remitted within 30 days after the Party entitled to such amount provides an invoice (including reasonable supporting information with respect thereto) to the Party owing such amount.