Control of Claims. The Indemnifying Party under this Article IX shall have the right, but not the obligation, to conduct and control, through counsel of its choosing, any Action for which indemnification is sought pursuant to this Article IX ("INDEMNIFIABLE CLAIM"), and if the Indemnifying Party elects to assume the defense thereof, the Indemnifying Party shall not be liable to the Party or Parties seeking indemnification hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by such Party or Parties in connection with the defense thereof; provided that, if the Indemnified Party has been advised in writing by outside counsel that there is a potential conflict between the interests of the Indemnifying Party and the Indemnified Party, the reasonable out-of-pocket fees and expenses of one separate counsel for the Indemnified Party shall be paid by the Indemnifying Party and such separate counsel shall be selected by the Indemnified Party in its sole discretion. Notwithstanding the foregoing, the reasonable legal fees and expenses of counsel selected by the Indemnified Party in its sole discretion in connection with an Indemnifiable Claim as to which the Indemnifying Party does not assume the defense or is not entitled to assume the defense shall be considered Losses for purposes of this Article IX. The Indemnifying Party may compromise or settle such Action; provided that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement; provided, further, that the Indemnifying Party shall not compromise or settle any Indemnifiable Claim without the prior written approval of the Indemnified Party, such approval not to be unreasonably withheld or delayed, unless all relief provided is paid or satisfied in full by the Indemnifying Party. No Indemnified Party may compromise or settle any Indemnifiable Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party elects not to control or conduct the defense or prosecution of an Indemnifiable Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of any Indemnifiable Claim and, at its own expense, to employ counsel of its own choosing for such purpose. The Parties hereto shall cooperate with each other and their respective counsel in the defense, settlement, negotiation or prosecution of any Indemnifiable Claim.
Control of Claims. An indemnifying party will have sole control of defense of the action and of all negotiations for its settlement or compromise. An indemnifying party, however, is not permitted to settle or compromise any claim or action in a manner that imposes any restrictions or obligations on the indemnified party, without the indemnified party’s prior written consent.
Control of Claims any reference in your Provider Standard Terms to your having any form of control over the defence or settlement of any third party claim against us (in relation to which you have an obligation such as an indemnity vis-a-vis us) is subject to any applicable directions provided to the Purchasing Agency pursuant to the New Zealand Government's "Cabinet Directions for the Conduct of Crown Legal Business 2016" or their successor;
Control of Claims. In connection with any third-party claim for which a party (such party, an "Indemnified Party") is entitled to indemnification under this Agreement, the Indemnified Party shall provide prompt written notice of such claim promptly following receipt thereof and tender defense to the party to provide such indemnification (such party, the "Indemnifying Party"), and the Indemnifying Party may elect to assume the defense of the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party shall not compromise or settle the claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party fails to assume and commit to undertake such defense of the Indemnified Party within 15 days after notice of a third party claim, the Indemnified Party may elect to assume control of such defense and retain counsel therefor and be entitled to recover fees and expense to the extent provided in this Agreement. Notwithstanding the foregoing, if the Indemnifying Party disputes that any such matter is properly subject to an obligation of the Indemnifying Party to indemnify and defend hereunder, the parties shall submit the issue of entitlement to indemnification to binding arbitration to be held before a single arbitrator in Seattle, Washington in accordance with the rules of the American Arbitration Association.
Control of Claims. If a party (“the Indemnified Party”) receives notice of any claim which may be the subject of indemnity by the other party (“the Indemnifying Party”) under this clause 12:
Control of Claims. Dufferin shall have the right, by notice to the County given not later than thirty (30) days after receipt of the notice described in Section 5(f), to assume the control of the defence, compromise or settlement of the claim, provided that such assumption shall, by its terms, be without cost to the County and provided Dufferin acknowledges in writing its obligations to indemnify the County in respect of that claim.
Control of Claims a) The Service Provider and the Legal Representative will have control of any claim. The Insured must:
Control of Claims. Buyer and Buyer Parent undertake to procure that the Company shall allow Holdings in the name of the Company to take complete control of the conduct, handling and settlement of all claims, demands and actions connected with the termination referred to in Section 11.2 and Buyer and Buyer Parent shall in any event procure that the Company takes all such action as Holdings may reasonably require in relation thereto. The first €50,000 of the costs, fees and expenses reasonably incurred by Holdings in connection with that termination shall be borne by Warrantors and Buyer Parent in equal proportions and Warrantors shall bear any such costs, fees and expenses in excess of €50,000. Warrantors shall be entitled to have released to them from the Retention Escrow Fund an amount equal to any such costs, fees and expenses which Warrantors are required to bear (and in such event the shares of Warrantors in the Retention Escrow Fund shall be reduced in accordance with Section 9.3). The provisions relating to conduct of claims in relation to the subject matter of this clause shall override those of clause 10.4.” shall be replaced by and shall, as of the date of this Amendment Agreement read as follows:
Control of Claims. The Fund shall have the right, exercisable subject to the approval of the Manager, to participate in and control the defense of any such claim, demand, action, suit, or proceeding, and in connection therewith, to retain counsel reasonably satisfactory to each Covered Person, at the Fund’s expense, to represent the Covered Persons and any others the Fund may designate with respect to such claim, demand, action, suit, or proceeding. The Fund shall keep the Covered Person advised of the status of such claim, demand, action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Covered Person with respect thereto. The Covered Person shall not settle or compromise any such claim without the prior written consent of the Fund, not to be unreasonably withheld, except that the Covered Person may settle such claim if the settlement involves no monetary payment either from the Fund or recoverable by the Covered Person under indemnification from the Fund. The Fund shall not settle or compromise any such claim unless the settlement involves no monetary payment or other obligation on the part of the Covered Person and includes an unconditional release in favor of the Covered Person from all liability and claims that are the subject matter of such claim. To the extent that any Covered Person is entitled to indemnification, and/or is covered by insurance obtained, by a Member, Manager, or any Affiliates of either (other than the Fund and its Subsidiaries), the Fund shall not be relieved of its indemnification obligations hereunder. The provisions of this Article 6 shall survive termination of this Agreement until the expiration of the applicable statute of limitations for the claim for which indemnification is sought, and no amendment or repeal of any of the provisions of this Agreement shall limit or eliminate the benefits provided to Covered Persons under this Article 6 before such amendment, repeal or termination.
Control of Claims. 9.2.1 P&G and Nastech shall consult and cooperate fully to determine a course of action with respect to any such proceeding. P&G shall have the initial right at its own expense to take whatever legal or other action is required to defend, maintain or enforce the Nastech Patents or to revoke or obtain a declaration of non-infringement of any claimed Third Party right conflicting or alleged to be conflicting with such party’s Patents or other proprietary rights with respect to the Compound or the Products or the manufacture, use or sale thereof (“Protective Action”). P&G will notify Nastech as promptly as practicable of its determination whether or not to take such Protective Action. P&G may if necessary bring such Protective Action in the name of itself and Nastech, or, if P&G does not have standing to bring such suit, may require Nastech to bring such action in Nastech’s name, provided that, each such case, P&G will bear all direct out of pocket expenses paid to Third Parties (including without limitation legal fees) of any such suit or suits. If P&G engages in such Protective Action, Nastech will at P&G’s expense cooperate fully with P&G in such action. Each party may be represented by counsel of its own selection at its own expense in such Protective Action, but P&G will have the right to control such action. Any recovery obtained by P&G or Nastech as a result of such Protective Action, whether by judgment, award, decree or settlement, will be P&G’s property except that such recovery (net of P&G’s direct, out-of-pocket expenses (including without limitation legal fees) incurred to obtain such recovery) will be considered additional Net Sales and P&G will pay Royalties thereon to Nastech at the applicable rate as determined pursuant to Section 4.2.
