Common use of Control of Litigation; Mutual Cooperation Clause in Contracts

Control of Litigation; Mutual Cooperation. An Indemnitee against whom a third party claim is made shall give the Indemnifying Party an opportunity to defend such claim, at the Indemnifying Party's own expense and with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee, provided that such Indemnitee shall at all times also have the right to fully participate in the defense at its own expense. Failure of an Indemnifying Party to give the Indemnitee written notice of its election to defend such claim within 20 days after receipt of notice thereof shall be deemed a waiver by such Indemnifying Party of its right to defend such claim. If the Indemnifying Party shall elect not to assume the defense of such claim (or if such Indemnifying Party shall be deemed to have waived its right to defend such claim), the Indemnitee against whom such claim is made shall have the right, but not the obligation, to undertake the sole defense of, and to compromise or settle, the claim on behalf, for the account, and at the risk and expense, of the Indemnifying Party (including without limitation the payment by Indemnifying Party of the attorneys' fees of the Indemnitees). If one or more of the Indemnifying Parties assumes the defense of such claim, the obligation of such Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall not, in the defense of such claim, consent to the entry of any judgment or enter into any settlement (except with the written consent of the Indemnitee) which does not include as an unconditional term thereof the giving by the claimant to the Indemnitee against whom such claim is made of a release from all liability in respect of such claim except the liability satisfied by the Indemnifying Party on behalf of such Indemnitee in connection with such judgment or settlement. If the claim is one that cannot by its nature be defended solely by the Indemnifying Party, then the Indemnitee shall make available, at the Indemnifying Party's expense, all information and assistance that the Indemnifying Party may reasonably request.

Control of Litigation; Mutual Cooperation. An Indemnitee against whom If a Claim is based upon a claim asserted by a third party against the Indemnitee (a "Third Party Claim") and the Indemnitor refuses tender of the defense of such claim is made or otherwise denies liability for the Claim, the Indemnitee shall give be entitled to control the Indemnifying defense of the Third Party an opportunity Claim, including, without limitation, the employment of counsel and the right to settle the Third Party Claim without any participation by or consent from the Indemnitor. All fees and expenses of counsel retained by the Indemnitee to defend such claimThird Party Claim, at the Indemnifying Party's own expense expert witness fees and with counsel selected other costs incurred in such action, shall be payable by the Indemnifying Indemnitee defending such Third Party Claim; provided, however, that if such Third Party Claim results in a Recoverable Loss for which the Indemnitor, notwithstanding any denial of liability, is found to be liable hereunder, such reasonable fees and expenses of counsel, expert witness fees and other reasonable costs incurred in such action shall be deemed to be included in such Recoverable Loss and payable by the Indemnitor to the extent and under the limitations provided in this Article 9. If the Indemnitor does not deny liability for the Claim hereunder, the Indemnitor shall be entitled, in his or its discretion, to assume the defense of the Third Party Claim, including, without limitation, the employment of counsel reasonably satisfactory to the Indemnitee, provided that such Indemnitee shall at all times also have the right to fully participate in the defense at its own expense. Failure of an Indemnifying Party to give the Indemnitee written notice of its election to defend such claim within 20 days after receipt of notice thereof shall be deemed a waiver by such Indemnifying Party of its right to defend such claim. If the Indemnifying Party shall Indemnitor does not deny liability for the Claim hereunder, but does not elect not to assume the defense of the Third Party Claim, the Indemnitee shall be entitled to assume the defense of the Third Party Claim. Regardless of which party is controlling the defense of the Third Party Claim for which the Indemnitor admits liability hereunder, (i) the Indemnitor and the Indemnitee shall act in good faith; (ii) no settlement of the Third Party Claim may be agreed to without the written consents of the Indemnitor and the Indemnitee, which consents shall not be unreasonably withheld; (iii) the reasonable fees and expenses of counsel retained to defend the Third Party Claim, expert witness fees and other costs incurred in such claim (or if such Indemnifying Party action shall be deemed to have waived its right be included in such Recoverable Losses and shall be payable by the Indemnitor to defend such claim)the extent and under the limitations provided in this Article 9; and (iv) the party controlling the defense of the Third Party Claim shall deliver, the Indemnitee against whom such claim is made shall have the right, but not the obligationor cause to be delivered, to undertake the sole other party copies of all correspondence, pleading, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Third Party Claim, and timely notices of, and the right to compromise participate in (as an observer), any hearing or settle, the claim on behalf, for the account, and at the risk and expense, of the Indemnifying Party (including without limitation the payment by Indemnifying Party of the attorneys' fees of the Indemnitees). If one or more of the Indemnifying Parties assumes the defense of such claim, the obligation of such Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall not, in the defense of such claim, consent other court proceeding relating to the entry of any judgment or enter into any settlement (except with the written consent of the Indemnitee) which does not include as an unconditional term thereof the giving by the claimant to the Indemnitee against whom such claim is made of a release from all liability in respect of such claim except the liability satisfied by the Indemnifying Third Party on behalf of such Indemnitee in connection with such judgment or settlement. If the claim is one that cannot by its nature be defended solely by the Indemnifying Party, then the Indemnitee shall make available, at the Indemnifying Party's expense, all information and assistance that the Indemnifying Party may reasonably requestClaim.

Control of Litigation; Mutual Cooperation. An Indemnitee against whom If a Claim is based upon a claim asserted by a third party claim is made against the Indemnitee (a "Third Party Claim") and the Indemnitor denies liability for the Claim hereunder, the Indemnitee shall give be entitled to control the Indemnifying defense of the Third Party an opportunity Claim, including, without limitation, the employment of counsel and the right to settle the Third Party Claim without any participation by or consent from the Indemnitor. All fees and expenses of counsel retained by the Indemnitee to defend such claimThird Party Claim, at the Indemnifying Party's own expense expert witness fees and with counsel selected other costs incurred in such action, shall be payable by the Indemnifying Indemnitee defending such Third Party Claim; provided, however, that if such Third Party Claim results in a Recoverable Loss for which the Indemnitor, notwithstanding any denial of liability, is found to be liable hereunder, such reasonable fees and expenses of counsel, expert witness fees and other reasonable costs incurred in such action shall be deemed to be included in such Recoverable Loss and payable by the Indemnitor to the extent and under the limitations provided in this Article 12. If the Indemnitor does not deny liability for the Claim hereunder, the Indemnitor shall be entitled, in his or its discretion, to assume the defense of the Third Party Claim, including, without limitation, the employment of counsel reasonably satisfactory to the Indemnitee; provided, provided however, that such Indemnitee shall at all times also have until the right to fully participate in amount of Maxwxxx Xxxoverable Losses exceeds $100,000, the defense at its own expense. Failure of an Indemnifying Party to give the Indemnitee written notice of its election to defend such claim within 20 days after receipt of notice thereof Indemnitee, if Maxwxxx xx a Maxwxxx Xxxemnitee, shall be deemed a waiver by such Indemnifying Party of its right to defend such claim. If the Indemnifying Party shall elect not entitled to assume the defense of the Third Party Claim, including, without limitation, employment of counsel reasonably satisfactory to the Shareholders. If the Indemnitor does not deny liability for the Claim hereunder, but does not elect to assume the defense of the Third Party Claim, the Indemnitee shall be entitled to assume the defense of the Third Party Claim. Regardless of which party is controlling the defense of the Third Party Claim for which the Indemnitor admits liability hereunder, (i) the Indemnitor and the Indemnitee shall act in good faith; (ii) no settlement of the Third Party Claim may be agreed to without the written consents of the Indemnitor and the Indemnitee, which consents shall not be unreasonably withheld; (iii) the reasonable fees and expenses of counsel retained to defend the Third Party Claim, expert witness fees and other costs incurred in such claim (or if such Indemnifying Party action shall be deemed to have waived its right be included in such Recoverable Losses and shall be payable by the Indemnitor to defend such claim)the extent and under the limitations provided in this Article 12; and (iv) the party controlling the defense of the Third Party Claim shall deliver, the Indemnitee against whom such claim is made shall have the right, but not the obligationor cause to be delivered, to undertake the sole other party copies of all correspondence, pleading, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Third Party Claim, and timely notices of, and the right to compromise participate in (as an observer), any hearing or settle, the claim on behalf, for the account, and at the risk and expense, of the Indemnifying Party (including without limitation the payment by Indemnifying Party of the attorneys' fees of the Indemnitees). If one or more of the Indemnifying Parties assumes the defense of such claim, the obligation of such Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall not, in the defense of such claim, consent other court proceeding relating to the entry of any judgment or enter into any settlement (except with the written consent of the Indemnitee) which does not include as an unconditional term thereof the giving by the claimant to the Indemnitee against whom such claim is made of a release from all liability in respect of such claim except the liability satisfied by the Indemnifying Third Party on behalf of such Indemnitee in connection with such judgment or settlement. If the claim is one that cannot by its nature be defended solely by the Indemnifying Party, then the Indemnitee shall make available, at the Indemnifying Party's expense, all information and assistance that the Indemnifying Party may reasonably requestClaim.

Control of Litigation; Mutual Cooperation. An Indemnitee against whom If a Claim is based upon a claim asserted by a third party claim is made against the Indemnitee (a “Third-Party Claim”), the Indemnitee shall give the Indemnifying Indemnitor prompt written notice of the same, but failure to provide notice will not affect the obligations of the Indemnitor under this Article X except to the extent that the Indemnitor is prejudiced thereby. Within twenty (20) days after the Indemnitee gives written notice of such Third-Party an opportunity Claim to defend the Indemnitor, the Indemnitor may assume the defense of such claim, at the Indemnifying Party's own expense and Third-Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee, provided that such Indemnitee and the Indemnitee shall at all times also have the right be entitled to fully participate in (but not control) the defense of such Third-Party Claim at its own expense; provided, that if such claim seeks injunctive relief, with respect to a Company Entity that would reasonably be expected to be materially adverse to the business of the Company Entities, the Indemnitee may choose to control the defense of such claim with counsel reasonably satisfactory to the Indemnitor and the Indemnitor shall be entitled to participate in such defense at its own expense. Failure of an Indemnifying Party to give the Indemnitee written notice of its election to defend such claim within 20 days after receipt of notice thereof shall be deemed a waiver by such Indemnifying Party of its right to defend such claim. If the Indemnifying Party shall Indemnitor does not elect not to assume the defense of such claim (or if such Indemnifying the Third-Party shall be deemed to have waived its right to defend such claim)Claim, the Indemnitee against whom such claim is made shall have be entitled to assume the right, defense of the Third-Party Claim and the Indemnitor shall be entitled to participate in (but not the obligation, to undertake the sole defense of, and to compromise or settle, the claim on behalf, for the account, and at the risk and expense, of the Indemnifying Party (including without limitation the payment by Indemnifying Party of the attorneys' fees of the Indemnitees). If one or more of the Indemnifying Parties assumes control) the defense of such claim, the obligation Third-Party Claim. Regardless of such Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall not, in which party is controlling the defense of such claimthe Third-Party Claim, consent (i) the Indemnitor and the Indemnitee shall act in good faith; (ii) no settlement of the Third-Party Claim may be agreed to the entry of any judgment or enter into any settlement (except with without the written consent of the Indemnitor or the Indemnitee, which consent shall not be unreasonably withheld; (iii) which does not include as an unconditional term thereof the giving reasonable fees and expenses of counsel retained to defend the Third-Party Claim, expert witness fees and other costs incurred in such action shall be deemed to be included in such Losses and may be payable by the claimant Indemnitor if it is determined to be liable under this Article X, subject to the Indemnitee against whom such claim is made limitations provided in this Article X; and (iv) the party controlling the defense of a release from the Third-Party Claim shall deliver, or cause to be delivered, to the other party copies of all liability in respect of such claim except the liability satisfied by the Indemnifying Party on behalf of such Indemnitee correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with such judgment the defense of the Third-Party Claim, and timely notices of, and the right to participate in (as an observer), any hearing or settlement. If other court proceeding relating to the claim is one that cannot by its nature be defended solely by the Indemnifying Party, then the Indemnitee shall make available, at the Indemnifying Party's expense, all information and assistance that the Indemnifying Third-Party may reasonably requestClaim.

Control of Litigation; Mutual Cooperation. An Indemnitee If a Claim is based upon a claim asserted by a third party against the Claimant (a "Third Party Claim") and the party against whom a third party claim Claim is made asserted (the "Defending Party") objects to the right of the Claimant to offset rights or indemnification, as applicable, with respect to the Claim, the Claimant shall give be entitled to control the Indemnifying defense of the Third Party an opportunity Claim, including, without limitation, the employment of counsel reasonably acceptable to the Defending Party and the right to settle the Third Party Claim with the consent of the Defending Party, which shall not to be unreasonably withheld or delayed. All reasonable fees and expenses of counsel retained by the Claimant to defend such claimThird Party Claim, at the Indemnifying Party's own expense expert witness fees and with counsel selected other costs incurred in such action, shall be payable by the Indemnifying Claimant defending such Third Party Claim; provided, however, that if such Third Party Claim results in a Recoverable Loss for which the party against whom a Claim is asserted, notwithstanding any denial of liability, is found to be liable hereunder, such reasonable fees and reasonably satisfactory to the Indemniteeexpenses of counsel, provided that expert witness fees and other reasonable costs incurred in such Indemnitee shall at all times also have the right to fully participate in the defense at its own expense. Failure of an Indemnifying Party to give the Indemnitee written notice of its election to defend such claim within 20 days after receipt of notice thereof action shall be deemed a waiver to be included in such Recoverable Loss and subject to offset rights or indemnification, as applicable, by such Indemnifying Party of its right the party against whom the Claim is asserted to defend such claimthe extent and under the limitations provided in this Article 8. If the Indemnifying Party party against whom the Claim is asserted does not object to the right of the Claimant to offset rights or indemnification, as applicable, with respect to the Claim, such party shall elect not be entitled, in his, her or its discretion, to assume the defense of such claim (or if such Indemnifying the Third Party shall be deemed to have waived its right to defend such claim)Claim, including, without limitation, the Indemnitee employment of counsel reasonably satisfactory to the Claimant, which consent shall not be unreasonably withheld. If the party against whom such claim the Claim is made shall have asserted does not object to the rightright of the Claimant to offset rights or indemnification, as applicable, with respect to the Claim, but does not the obligation, elect to undertake the sole defense of, and to compromise or settle, the claim on behalf, for the account, and at the risk and expense, of the Indemnifying Party (including without limitation the payment by Indemnifying Party of the attorneys' fees of the Indemnitees). If one or more of the Indemnifying Parties assumes assume the defense of such claimthe Third Party Claim, the obligation of such Indemnifying Party hereunder as Claimant shall be entitled to such claim shall include taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall not, in assume the defense of the Third Party Claim. Regardless of which party is controlling the defense of the Third Party Claim for which the party against whom the Claim is asserted admits liability hereunder, (i) such claim, consent party and the Claimant shall act in good faith; (ii) no settlement of the Third Party Claim may be agreed to the entry of any judgment or enter into any settlement (except with without the written consent of the Indemnitee) which does not include as an unconditional term thereof the giving by the claimant to the Indemnitee against whom such claim is made of a release from all liability in respect consents of such claim except party and the liability satisfied by Claimant, which consents shall not be unreasonably withheld or delayed; (iii) the Indemnifying Party on behalf reasonable fees and expenses of such Indemnitee in connection with such judgment or settlement. If the claim is one that cannot by its nature be defended solely by the Indemnifying Party, then the Indemnitee shall make available, at the Indemnifying Party's expense, all information and assistance that the Indemnifying Party may reasonably request.counsel retained to

Control of Litigation; Mutual Cooperation. An Indemnitee against whom If a Claim is based ----------------------------------------- upon a claim asserted by a third party claim is made against the Indemnitee (a "Third Party Claim") and the Indemnitor denies liability for the Claim hereunder, the Indemnitee shall give be entitled to control the Indemnifying defense of the Third Party an opportunity Claim, including, without limitation, the employment of counsel and the right to settle the Third Party Claim without any participation by or consent from the Indemnitor. All fees and expenses of counsel retained by the Indemnitee to defend such claimThird Party Claim, at the Indemnifying Party's own expense expert witness fees and with counsel selected other costs incurred in such action, shall be payable by the Indemnifying Indemnitee defending such Third Party Claim; provided, however, that if such Third Party Claim results in a -------- ------- Recoverable Loss for which the Indemnitor, notwithstanding any denial of liability, is found to be liable hereunder, such reasonable fees and expenses of counsel, expert witness fees and other reasonable costs incurred in such action shall be deemed to be included in such Recoverable Loss and payable by the Indemnitor to the extent and under the limitations provided in this Article 8. --------- If the Indemnitor does not deny liability for the Claim hereunder, the Indemnitor shall be entitled, in his or its discretion, to assume the defense of the Third Party Claim, including, without limitation, the employment of counsel reasonably satisfactory to the Indemnitee; provided, provided however, that such Indemnitee shall at all times also have until the right to fully participate -------- ------- amount of Tetra Tech's Recoverable Losses exceeds the Basket in the defense at its own expense. Failure case of an Indemnifying Party a Stockholder Purchase Agreement Breach (other than a Stockholder Purchase Agreement Breach relating to give Section 6.1 in which case the Indemnitee written notice of its election to defend such claim within 20 days after receipt of notice thereof Basket shall not ----------- apply), the Indemnitee, if Tetra Tech or a Tetra Tech Indemnitee, shall be deemed a waiver by such Indemnifying Party of its right to defend such claim. If the Indemnifying Party shall elect not entitled to assume the defense of the Third Party Claim, including, without limitation, employment of counsel reasonably satisfactory to the Principal Stockholder. If the Indemnitor does not deny liability for the Claim hereunder, but does not elect to assume the defense of the Third Party Claim, the Indemnitee shall be entitled to assume the defense of the Third Party Claim. Regardless of which party is controlling the defense of the Third Party Claim for which the Indemnitor admits liability hereunder, (i) the Indemnitor and the Indemnitee shall act in good faith; (ii) no settlement of the Third Party Claim may be agreed to without the written consents of the Indemnitor and the Indemnitee, which consents shall not be unreasonably withheld; (iii) the reasonable fees and expenses of counsel retained to defend the Third Party Claim, expert witness fees and other costs incurred in such claim (or if such Indemnifying Party action shall be deemed to have waived its right be included in such Recoverable Losses and shall be payable by the Indemnitor to defend such claim)the extent and under the limitations provided in this Article 8; --------- and (iv) the party controlling the defense of the Third Party Claim shall deliver, the Indemnitee against whom such claim is made shall have the right, but not the obligationor cause to be delivered, to undertake the sole other party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Third Party Claim, and timely notices of, and the right to compromise participate in (as an observer), any hearing or settle, the claim on behalf, for the account, and at the risk and expense, of the Indemnifying Party (including without limitation the payment by Indemnifying Party of the attorneys' fees of the Indemnitees). If one or more of the Indemnifying Parties assumes the defense of such claim, the obligation of such Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall not, in the defense of such claim, consent other court proceeding relating to the entry of any judgment or enter into any settlement (except with the written consent of the Indemnitee) which does not include as an unconditional term thereof the giving by the claimant to the Indemnitee against whom such claim is made of a release from all liability in respect of such claim except the liability satisfied by the Indemnifying Third Party on behalf of such Indemnitee in connection with such judgment or settlement. If the claim is one that cannot by its nature be defended solely by the Indemnifying Party, then the Indemnitee shall make available, at the Indemnifying Party's expense, all information and assistance that the Indemnifying Party may reasonably requestClaim.