Common use of Specified Litigation Clause in Contracts

Specified Litigation. Without limiting Section 5.10, following the Closing Date, DuPont shall have exclusive authority and control over the investigation, prosecution, defense and appeal of all then pending or threatened Actions primarily relating to or arising in connection with the Excluded Businesses, the Excluded Assets or the Retained Liabilities, including Actions involving the matters set forth on Section A(23) of the Seller’s Disclosure Schedule (each, a “DuPont Action”), and, to the extent DuPont acknowledges in writing that any Action is a Retained Liability, may settle or compromise, or consent to the entry of any judgment with respect to any such Action without the consent of Buyer; provided, however, that if both DuPont (or a Retained Subsidiary) and Buyer (or any of its Subsidiaries, including any DPC Company or its Subsidiaries) are named as parties to any DuPont Action (a “Joint Action”), DuPont shall not settle such Joint Action without the written consent of Buyer (not to be unreasonably withheld) unless such settlement releases Buyer (or such of its Subsidiaries named as parties) in connection with such Joint Action and provides relief consisting solely of money damages borne by DuPont (or a Retained Subsidiary) or other relief which does not have any material impact on the Transferred DPC Companies and their Subsidiaries, taken as a whole. Without DuPont’s prior written consent, Buyer and its Affiliates shall not communicate regarding any DuPont Action with any third party or make any public statement about any DuPont Action, in each case except as required by Law, the rules of any stock exchange or any Governmental Authority (subject to first consulting with, and considering in good faith the views of, DuPont to the extent legally permissible). Notwithstanding the foregoing, the provisions of Article VI shall govern with respect to Tax-related matters to the extent any provision in Article VI is in conflict with this Section 5.26.

Specified Litigation. Without limiting Section 5.10, following the Closing Date, DuPont APD shall have exclusive authority and control over the investigation, prosecution, defense and appeal of the Existing APD Actions and all then pending or threatened Actions primarily to the extent relating to or arising in connection with the Excluded Businesses, the Excluded Assets or the Retained LiabilitiesLiabilities (other than the Existing APD Actions), including Actions involving the matters set forth on Section A(23) 5.29 of the Seller’s Disclosure Schedule (each, a an “DuPont APD Action”), and, to the extent DuPont acknowledges in writing that any Action is a Retained Liability, and may settle or compromise, or consent to the entry of any judgment with respect to any such Action without the consent of Buyer; provided, however, that if both DuPont APD (or a Retained Subsidiary) and Buyer (or any of its Subsidiaries, including any DPC Company or its SubsidiariesTransferred PMD Company) are named as parties to any DuPont APD Action (a “Joint Action”), DuPont APD shall not settle such Joint Action without the written consent of Buyer (not to be unreasonably withheld) unless such settlement releases Buyer (or such of its Subsidiaries (including any Transferred PMD Companies) named as parties) in connection with such Joint Action and provides relief consisting solely of money damages borne by DuPont APD (or a Retained Subsidiary) or other relief which does not have any material impact on the Transferred DPC Companies and their Subsidiaries, taken as a whole). Without DuPontAPD’s prior written consentconsent (not to be unreasonably withheld, conditioned or delayed), Buyer and its Affiliates shall not communicate regarding any DuPont APD Action with any third party (other than Buyer’s or its Affiliates’ attorneys and auditors) or make any public statement about any DuPont APD Action, in each case except as required by Law, the rules of any stock exchange Law or any Governmental Authority (subject to first consulting with, and considering in good faith the views of, DuPont APD to the extent legally permissible). As soon as practicable following the Closing, APD shall, and shall cause the Retained Subsidiaries to, use its commercially reasonable efforts to have Buyer, any Transferred PMD Company, any of their respective Subsidiaries and any Buyer Indemnified Parties removed as parties to any APD Action in which they are named parties as soon as is reasonably practicable. Notwithstanding the foregoing, the provisions of Article VI shall exclusively govern with respect to Tax-related matters to the extent any provision in Article VI is in conflict with this Section 5.26matters.