Common use of Assumption of Defense by LM Clause in Contracts

Assumption of Defense by LM. Except as provided in Sections 7.04(b)(ii) and (v), upon receipt of notice from any Indemnified Party with respect to any Third Party Claim as to which indemnity is available pursuant to Section 7.02(a) or as to which indemnity may be available to the Company pursuant to Section 7.06(a), LM will, subject to the provisions of Section 7.04(b)(ii), (iii), (iv), (vi) and (vii) assume the defense and control of such Third Party Claim but shall allow the Indemnified Parties a reasonable opportunity to participate in the defense thereof with their own counsel and at their own expense. LM shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Company, shall take all steps necessary in the defense or settlement thereof, and shall at all times diligently and promptly pursue the resolution thereof. In conducting the defense thereof, LM shall at all times act as if all Damages or Product Damages, as the case may be, relating to such Third Party Claim were for its own account and shall act in good faith and with reasonable prudence to minimize Damages or Product Damages, as the case may be, therefrom. The Company shall, and shall cause each of its Affiliates, directors, officers, employees, and agents to, cooperate fully with LM in the defense of any Third Party Claim defended by LM.

Assumption of Defense by LM. Except as provided in Sections 7.04(b)(ii9.04(b)(ii) and (v9.04(b)(v), upon receipt of notice from any Indemnified Party with respect to any Third Party Claim as to which indemnity is available pursuant to Section 7.02(a9.02(a) or as to which indemnity may be available to the Company GE Entities pursuant to Section 7.06(a9.06(a), LM will, subject to the provisions of Section 7.04(b)(iiSections 9.04(b)(ii), (iii), (iv), (vi) and (vii) ), assume the defense and control of such Third Party Claim but shall allow the Indemnified Parties a reasonable opportunity to participate in the defense thereof with their own counsel and at their own expense. LM shall select counsel, contractors and consultants of recognized standing and competence after consultation with the CompanyGE, shall take all steps necessary in the defense or settlement thereof, and shall at all times diligently and promptly pursue the resolution thereof. In conducting the defense thereof, LM shall at all times act as if all Damages or Product Damages, as the case may be, relating to such Third Party Claim were for its own account and shall act in good faith and with reasonable prudence to minimize Damages or Product Damages, as the case may be, therefrom. The Company GE shall, and shall cause each of its Affiliates, directors, officers, employees, and agents to, cooperate fully with LM in the defense of any Third Party Claim defended by LM.