Control of Claim. The Company shall have the right to select counsel (provided such counsel is reasonably satisfactory to the Indemnified Person) and to control the defense of any action giving rise to a Claim, provided that an Indemnified Person may nevertheless employ counsel to represent -------- and defend it, but the Company will not be required to pay the fees and disbursements of more than one counsel in any jurisdiction in any proceeding (unless by reason of potential conflicts of interest, representation by more than one counsel is necessary). The right of the Company to control the defense of any action shall not include the right to enter into a settlement with respect to such action, unless such settlement is for money damages only (and the Company first posts a bond or other security satisfactory to the Indemnified Person sufficient to cover the full amount of the proposed settlement).
Control of Claim. If any such action, suit or proceeding is commenced against, or any such claim, demand or amount is assessed against, any person in respect of which such person proposes to demand indemnification hereunder (the “Indemnitee”), the person from whom the Indemnitee is seeking indemnification hereunder (the “Indemnitor”) is to be notified to that effect with reasonable promptness. The Indemnitor is to control the defense of any such action, and may employ counsel in defense thereof, all at Indemnitor’s expense, unless and until Indemnitor satisfies or otherwise settles such action and obtains a release of the Indemnitee from the third party bringing such action, in a form acceptable to the Indemnitee and his counsel.
Control of Claim. (a) We shall have direct access to the Appointed Solicitor at all times and You shall co- operate fully with Us in all respects and shall keep Us fully and continually informed of all material developments in the legal representation or proceedings. At Our request You shall instruct the Appointed Solicitor to produce immediately any documents, information or advice in his/her possession and further shall give him/her such other instructions in relation to the conduct of the claim as We may require.
Control of Claim. With respect to any claim by a third party as ---------------- to which the Claimant is entitled to indemnification hereunder, the Indemnitor shall have the right at its own expense to participate in or assume control of the defense of the claim, and the Claimant shall cooperate fully with the Indemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of the claim at its own expense. If the Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to the claim.
Control of Claim. To receive the foregoing indemnities, the Party seeking indemnification must promptly notify the other in writing of a claim or suit and provide reasonable cooperation (at the indemnifying Party's expense) and full authority to defend or settle the claim or suit. The indemnifying Party shall have no obligation to indemnify the indemnified Party under any settlement made without the indemnifying Party’s written consent or in the event the indemnified Party fails to cooperate fully (at the indemnifying Party’s expense) in the defense of any such claim.
Control of Claim. (i) The Company shall have the sole right to represent the interests of the Indemnified Person relating to any Withdrawal Liability Claim and/or any Accumulated Funding Deficiency Claim, as applicable, to employ counsel of its choice at its own expense, and to settle any issues and to take any other actions in connection with such proceedings, subject, in each case, to a duty of good faith and a standard of commercial reasonableness; provided that, the Company shall timely inform the Indemnified Person of the status of any such proceedings, shall timely provide the RE Investor (at the Company’s cost and expense) with copies of any pleadings, correspondence, and other documents as the RE Investor may reasonably request, and, upon the reasonable request by the RE Investor, shall consult with the RE Investor regarding the status of any such proceedings and shall reasonably consider any recommendations from the RE Investor regarding suggested actions to be taken in connection with such proceedings; provided, further, that, the Company’s right to represent the interest of the Indemnified Persons relating to any Withdrawal Liability Claim and/or any Accumulated Funding Deficiency Claim, as applicable, to employ counsel of its choice at its own expense, and to settle any issues and to take any other actions in connection with such proceedings shall cease upon the insolvency of the Company.
Control of Claim. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnitor shall have the right at its own expense to participate in or assume control of the defense of the claim provided that (i) Indemnitor promptly assumes the defense and does not cause any prejudice by any delay and (ii) Indemnitor acknowledges in writing to Claimant that Indemnitor is reasonable for such Claim (subject to limits set forth in Section 13.2), and the Claimant shall cooperate fully with the Indemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of the claim at its own expense. In the event that the Claimant assumes the defense of any third party claim, the Claimant will keep the Indemnitor timely informed of the progress of any defense, compromise, or settlement. If the Indemnitor does not elect to assume control or otherwise participate in the defense of any third-party claim, it shall be bound by the results obtained by the Claimant with respect to the claim. Notwithstanding the foregoing, in the event of a defense of a Claim brought by a third party seeking purely injunctive relief (except for recovery of costs), the Claimant may defend such Action and the Indemnitor may participate at its own expense.
