Control of Action. If the Indemnifying Party delivers a Notice of Election relating to any claim for indemnification within the required notice period, so long as it is actively defending such claim, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) where the Indemnified Party is so represented, the Indemnifying Party shall keep counsel of the Indemnified Party informed of each step in the handling of any such claim; (iii) the Indemnified Party shall provide, at the Indemnifying Party’s request and expense, such assistance and information as is available to the Indemnified Party for the defense and settlement of such claim; and (iv) the Indemnifying Party shall inform the Indemnified Party of any non-monetary settlement of such claim or ceasing to defend against such claim.
Appears in 2 contracts
Samples: Contract for Design and Development (Skyterra Communications Inc), Contract for Design and Development (Terrestar Corp)
Control of Action. If the Indemnifying Party delivers a Notice of Election relating to any claim for indemnification within the required notice period, so long as it is actively defending such claim, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) where the Indemnified Party is so represented, the Indemnifying Party shall keep counsel of the Indemnified Party informed of each step in the handling of any such claim; and (iii) the Indemnified Party shall provide, at the Indemnifying Party’s request and expense, such assistance and information as is available to the Indemnified Party for the defense and settlement of such claim; claim and (iv) the Indemnifying Party shall inform obtain the Indemnified Party of indemnified Party’s approval, which shall not be unreasonably withheld, before entering into any non-monetary settlement of such claim or ceasing to defend against such claim.
Appears in 1 contract
Control of Action. If the Indemnifying Party delivers a Notice of Election relating to any claim for indemnification within the required notice period, so long as it is actively defending such claim, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) where the Indemnified Party is so represented, the Indemnifying Party shall keep counsel of the Indemnified Party informed of each step in the handling of any such claim; (iii) the Indemnified Party shall provide, at the Indemnifying Party’s request and expense, such assistance and information as is available to the Indemnified Party for the defense and settlement of such claim; and (iv) the Indemnifying Party shall inform obtain the Indemnified Party of Party’s approval, which shall not be unreasonably withheld, delayed or denied, before entering into any non-monetary settlement of such claim or ceasing to defend against such claim.
Appears in 1 contract
Control of Action. If the Indemnifying Party delivers a Notice of Election relating to any claim for indemnification within the required notice period, so long as it is actively defending such claim, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) where the Indemnified Party is so represented, the Indemnifying Party shall keep counsel of the Indemnified Party informed of each step in the handling of any such claim; and (iii) the Indemnified Party shall provide, at the Indemnifying Party’s 's request and expense, such assistance and information as is available to the Indemnified Party for the defense and settlement of such claim; claim and (iv) the Indemnifying Party shall inform obtain the Indemnified Party of indemnified Party’s approval, which shall not be unreasonably withheld, before entering into any non-monetary settlement of such claim or ceasing to defend against such claim.
Appears in 1 contract