By USS Sample Clauses

By USS. Following notice by the AMI Indemnitee to USS of a Proceeding, in accordance with Subparagraph 12.B(i), USS shall have 30 days to notify the AMI Indemnitee that it intends to contest and defend by all appropriate legal proceedings such Proceeding (which notice shall include an acknowledgement by USS of its liability under this Agreement for all Losses occasioned by such Proceeding and the facts giving rise thereto), in which case USS shall be entitled thereafter to conduct such defense. Any such contest may be conducted by USS in the name of and on behalf of USS, Alside, Inc., any of the Subsidiaries, the AMI Indemnitee, or any or all of them, as may be appropriate. The costs and expenses of any such contest conducted by USS shall be borne by USS. So long as USS is conducting the defense in accordance with this Agreement, the AMI Indemnitee shall have the right to participate in the Proceeding and to be represented by attorneys of its own shoosing, provided that if the AMI Indemnitee chooses to be represented by attorneys of its own choosing while USS is conducting the defense in accordance with the terms hereof, the AMI Indemnitee shall bear the costs and expenses of such representation and, except to the extent limited herein, USS shall have full authority to determine all action to be taken with respect to such contest, after consultation with the attorneys of the AMI Indemnitee. If USS elects either to participate in the defense of such Proceeding or to assume the defense thereof, the AMI Indemnitee agrees to cooperate and make available to USS and USS's representatives (without charge) all employees, information, books, and records reasonably necessary or useful in connection with the defense. If USS assumes the defense of a Proceeding, USS also agrees to afford the AMI Indemnitee and its counsel the opportunity to be present at, and participate in, conferences with all persons, including governmental authorities, related to a Proceeding and conferences with representatives of or counsel for such persons.
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