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

Control of Litigation; Mutual Cooperation. If a Claim is based upon a claim asserted by a third party against the Indemnitee (a "Third Party Claim") and the Indemnitor denies liability for the Claim hereunder, the Indemnitee shall be entitled to control the defense of the Third Party 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 Third Party Claim, expert witness fees and other costs incurred in such action, shall be payable by the 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 6. The Indemnitee shall act in good faith and 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. The party controlling the defense of the Third Party Claim shall deliver, or cause to be delivered, to the 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 participate in (as an observer), any hearing or other court proceeding relating to the Third Party Claim.

Control of Litigation; Mutual Cooperation. If a Claim is based upon a claim asserted by a third party against the Indemnitee (a "Third Party Claim") and the Indemnitor denies liability for the Claim hereunder, the Indemnitee shall be entitled to control may at its option assume the defense of the Third Party Claim, such claim including, without limitation, the employment of counsel reasonably satisfactory to the Indemnitee and if the right to settle Indemnitor assumes the Third Party Claim without any participation by or consent from the Indemnitor. All defense, all fees and expenses of counsel retained by the Indemnitee to defend such Third Party Claim, expert witness fees and other costs incurred in such action, shall be payable by the Indemnitee defending such Third Party Claim; provided, however, that if such Indemnitee. Regardless of which party is controlling the defense of the 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 (i) the Indemnitor to and the extent and under the limitations provided in this Article 6. The Indemnitee shall act in good faith and 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. The ; (iii) the 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 shall be payable by the Indemnitor to the extent and under the limitations provided in this Article VII; and (iv) the party controlling the defense of the Third Party Claim shall deliver, or cause to be delivered, to the 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 participate in (as an observer), any hearing or other court proceeding relating to the Third Party Claim.

Control of Litigation; Mutual Cooperation. If a Claim is based upon a claim asserted by An Indemnitee against whom a third party against 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 (a "Third Party Claim") and the Indemnitor denies liability for the Claim hereunder, the Indemnitee written notice of its election to defend such claim within 20 days after receipt of notice thereof shall be entitled deemed a waiver by such Indemnifying Party of its right to control defend such claim. If the Indemnifying Party shall elect not to assume the defense of the Third Party Claim, including, without limitation, the employment of counsel and the right to settle the Third Party Claim without any participation by such claim (or consent from the Indemnitor. All fees and expenses of counsel retained by the Indemnitee to defend such Third Party Claim, expert witness fees and other costs incurred in such action, shall be payable by the Indemnitee defending such Third Party Claim; provided, however, that if such Third Indemnifying 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 have waived its right to defend such Recoverable Loss claim), the Indemnitee against whom such claim is made shall have the right, but not the obligation, to undertake the sole defense of, and payable by to compromise or settle, the Indemnitor to claim on behalf, for the extent account, and under at the limitations provided in this Article 6. The Indemnitee shall act in good faith risk and no settlement expense, of the Third Indemnifying Party Claim may be agreed to (including without limitation the written consents payment by Indemnifying Party of the Indemnitor and attorneys' fees of the Indemnitee, which consents shall not be unreasonably withheldIndemnitees). The party controlling If one or more of the Indemnifying Parties assumes the defense of such claim, the Third obligation of such Indemnifying Party Claim hereunder as to such claim shall deliverinclude taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall not, or cause to be deliveredin the defense of such claim, consent to the other party copies 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 correspondence, pleading, motions, briefs, appeals or other written statements relating to or submitted 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 defense of claim is one that cannot by its nature be defended solely by the Third Indemnifying Party, then the Indemnitee shall make available, at the Indemnifying Party's expense, all information and assistance that the Indemnifying Party Claim, and timely notices of, and the right to participate in (as an observer), any hearing or other court proceeding relating to the Third Party Claimmay reasonably request.

Control of Litigation; Mutual Cooperation. 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 or otherwise denies liability for the Claim hereunderClaim, the Indemnitee shall be entitled to control the defense of the Third Party 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 Third Party Claim, expert witness fees and other costs incurred in such action, shall be payable by the 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 69. The 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. 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 and 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. The ; (iii) the 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 Recoverable Losses and shall be payable by the Indemnitor to 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, or cause to be delivered, to the 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 participate in (as an observer), any hearing or other court proceeding relating to the Third Party Claim.

Control of Litigation; Mutual Cooperation. If a Claim is based upon a claim asserted by a third party against the Indemnitee (a "Third “Third-Party Claim"”), the Indemnitee shall give the 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 Claim to the Indemnitor, the Indemnitor may assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnitee and the Indemnitee shall be entitled to 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 denies liability for shall be entitled to participate in such defense at its own expense. If the Claim hereunderIndemnitor does not elect to assume the defense of the Third-Party Claim, the Indemnitee shall be entitled to control assume the defense of the Third Third-Party Claim and the Indemnitor shall be entitled to participate in (but not control) the defense of such Third-Party Claim. Regardless of which party is controlling the defense of the Third-Party Claim, including, without limitation, (i) the employment of counsel Indemnitor and the right to settle Indemnitee shall act in good faith; (ii) no settlement of the Third Third-Party Claim may be agreed to without any participation by the written consent of the Indemnitor or the Indemnitee, which consent from shall not be unreasonably withheld; (iii) the Indemnitor. All reasonable fees and expenses of counsel retained by the Indemnitee to defend such Third the Third-Party Claim, expert witness fees and other costs incurred in such action, shall be payable by the 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 Losses and may be payable by the Indemnitor if it is determined to the extent and be liable under this Article X, subject to the limitations provided in this Article 6. The Indemnitee shall act in good faith X; and no settlement of (iv) 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. The party controlling the defense of the Third Third-Party Claim shall deliver, or cause to be delivered, to the other party copies of all correspondence, pleadingpleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Third Third-Party Claim, and timely notices of, and the right to participate in (as an observer), any hearing or other court proceeding relating to the Third Third-Party Claim.

Control of Litigation; Mutual Cooperation. If a Claim is based upon a claim asserted by a third party against the Indemnitee Claimant (a "Third Party Claim") and the Indemnitor denies liability for party against whom a Claim is asserted (the Claim hereunder"Defending Party") objects to the right of the Claimant to offset rights or indemnification, as applicable, with respect to the Claim, the Indemnitee Claimant shall be entitled to control the defense of the Third Party Claim, including, without limitation, the employment of counsel reasonably acceptable to the Defending Party and the right to settle the Third Party Claim without any participation by with the consent of the Defending Party, which shall not to be unreasonably withheld or consent from the Indemnitordelayed. All reasonable fees and expenses of counsel retained by the Indemnitee Claimant to defend such Third Party Claim, expert witness fees and other costs incurred in such action, shall be payable by the Indemnitee Claimant defending such Third Party Claim; provided, however, that if such Third Party Claim results in a Recoverable Loss for which the Indemnitorparty against whom a Claim is asserted, 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 subject to offset rights or indemnification, as applicable, by the Indemnitor party against whom the Claim is asserted to the extent and under the limitations provided in this Article 68. The Indemnitee If the 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 be entitled, in his, her or its discretion, to assume the defense of the Third Party Claim, including, without limitation, the employment of counsel reasonably satisfactory to the Claimant, which consent shall not be unreasonably withheld. If the 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, but does not elect to assume the defense of the Third Party Claim, the Claimant 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 party against whom the Claim is asserted admits liability hereunder, (i) such party and the Claimant shall act in good faith and faith; (ii) no settlement of the Third Party Claim may be agreed to without the written consents of the Indemnitor such party and the IndemniteeClaimant, which consents shall not be unreasonably withheld. The party controlling withheld or delayed; (iii) the defense reasonable fees and expenses of the Third Party Claim shall deliver, or cause to be delivered, to the 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 participate in (as an observer), any hearing or other court proceeding relating to the Third Party Claim.counsel retained to

Control of Litigation; Mutual Cooperation. If a Claim is based upon a claim asserted by a third party against the Indemnitee (a "Third Party Claim") and the Indemnitor denies liability for the Claim hereunder, the Indemnitee shall be entitled to control the defense of the Third Party 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 Third Party Claim, expert witness fees and other costs incurred in such action, shall be payable by the 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 612. The 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, however, that until the amount of Maxwxxx Xxxoverable Losses exceeds $100,000, the Indemnitee, if Maxwxxx xx a Maxwxxx Xxxemnitee, shall be 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 and 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. The ; (iii) the 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 Recoverable Losses and shall be payable by the Indemnitor to 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, or cause to be delivered, to the 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 participate in (as an observer), any hearing or other court proceeding relating to the Third Party Claim.

Control of Litigation; Mutual Cooperation. If a Claim is based ----------------------------------------- upon a claim asserted by a third party against the Indemnitee (a "Third Party Claim") and the Indemnitor denies liability for the Claim hereunder, the Indemnitee shall be entitled to control the defense of the Third Party 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 Third Party Claim, expert witness fees and other costs incurred in such action, shall be payable by the 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 68. The --------- 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, however, that until the -------- ------- amount of Tetra Tech's Recoverable Losses exceeds the Basket in the case of a Stockholder Purchase Agreement Breach (other than a Stockholder Purchase Agreement Breach relating to Section 6.1 in which case the Basket shall not ----------- apply), the Indemnitee, if Tetra Tech or a Tetra Tech Indemnitee, shall be 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 and 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. The ; (iii) the 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 Recoverable Losses and shall be payable by the Indemnitor to 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, or cause to be delivered, to the other party copies of all correspondence, pleadingpleadings, 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 participate in (as an observer), any hearing or other court proceeding relating to the Third Party Claim.