Common use of Control of Litigation Clause in Contracts

Control of Litigation. (a) The Indemnitees and Indemnitee Affiliates agree to give prompt notice to the Indemnitors of the assertion of any claim, or the commencement of any suit, action, or proceeding in respect of which indemnity may be sought under Section 7.1(b) or 7.1(c) of this Agreement and of any Losses which any such Indemnitee deems to be within the ambit of Section 7.1(b) or 7.1(c) of this Agreement other than relating to Taxes (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee. The Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereof shall cooperate in the defense or prosecution thereof. (b) The Indemnitors shall not be liable under Sections 7.1 hereof with respect to any Losses resulting from a claim or demand the defense of which the Indemnitors were not offered the opportunity to assume as provided under Section 7.2(a) hereof to the extent the Indemnitors' liability under Sections 7.1 hereof is prejudiced as a result thereof.

Control of Litigation. (a) The Indemnitees Subject to Section 8.5 and Indemnitee Affiliates Section 8.6, the Parties acknowledge and agree that, from and after the Closing Date, as between Seller and a Purchaser, Seller shall be entitled exclusively to give prompt notice to the Indemnitors of the assertion of any claimcontrol, or the commencement of defend and settle any suit, actionaction or proceeding, and any investigation arising out of or proceeding related to any Excluded Assets or Excluded Liabilities, and such Purchaser agrees to cooperate reasonably in connection therewith, it being understood that such Purchaser shall not be required to incur any cost in connection with any such settlement but may be required to provide a release to a third party claimant in respect of which indemnity may be sought under Section 7.1(b) or 7.1(c) of this Agreement and of any Losses which any such Indemnitee deems to be within the ambit of Section 7.1(b) or 7.1(c) of this Agreement other than relating to Taxes (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate specific matters involved in and, upon notice to such Indemnitee, assume the defense of any such suit, action, proceeding or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee. The Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemniteeinvestigation; provided, however, that Seller shall reimburse such Purchaser for all reasonable costs and expenses incurred by such Purchaser in providing such cooperation to Seller and shall not unreasonably interfere with operations at the Indemnitors Generation Facility in connection with any such control, defense or settlement. (b) Subject to Section 8.5 and Section 8.6, the Parties acknowledge and agree that, from and after the Closing Date, as between Seller and a Purchaser, such Purchaser shall be entitled exclusively (except as otherwise described in subsection (c) of this Section 2.5) to control, defend and settle any suit, action or proceeding, and any investigation arising out of or related to any Purchased Assets or Assumed Liabilities, such Purchaser and Seller agree to cooperate reasonably in connection therewith, and Seller agrees to cooperate reasonably in connection therewith, it being understood that Seller shall not be liable for required to incur any cost in connection with any such settlement but may be required to provide a release to a third party claimant in respect of the fees or expenses of more than one counsel employed by any Indemnitee specific matters involved in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, proceeding, or proceeding investigation; provided, however, that such Purchaser shall reimburse Seller (in accordance with such Purchaser's Proportionate Share) for all reasonable costs and the Indemnitees shall not, without the Indemnitors' consent, which consent expenses incurred in providing such cooperation to such Purchaser and shall not be unreasonably withheld, settle interfere with Seller's or compromise any such suit, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereof shall cooperate in the defense or prosecution thereofits Affiliates' operations. (bc) The Indemnitors Subject to Section 7.6, Section 8.5 and Section 8.6, the Parties acknowledge and agree that, from and after the Closing Date, Seller shall not be liable under Sections 7.1 hereof entitled exclusively to control, defend and settle any action or proceeding associated with respect to any Losses resulting from a claim Tax and related audit, appeals process or demand the defense of which the Indemnitors were not offered the opportunity to assume as provided under Section 7.2(a) hereof litigation for taxable periods occurring prior to the extent the Indemnitors' liability under Sections 7.1 hereof is prejudiced as a result thereofClosing Date.

Control of Litigation. (a) The Indemnitees Parties acknowledge and Indemnitee Affiliates agree that, from and after the Closing Date, as between Seller and Purchaser, Seller shall be entitled exclusively to give prompt notice to the Indemnitors of the assertion of any claimcontrol, or the commencement of defend and settle any suit, action, proceeding or proceeding investigation arising out of or related to any Excluded Assets, Excluded Liabilities or Tax and related audit, appeals process or litigation for taxable periods occurring prior to the Closing Date, in each case, not involving claims against the Operating Agent or the other Facilities Owners, and Purchaser agrees to cooperate reasonably in connection therewith, it being understood that Purchaser shall not be required to incur any cost in connection with any such settlement but may be required to provide a release to a third party claimant in respect of which indemnity may be sought under Section 7.1(b) or 7.1(c) of this Agreement and of any Losses which any such Indemnitee deems to be within the ambit of Section 7.1(b) or 7.1(c) of this Agreement other than relating to Taxes (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate specific matters involved in and, upon notice to such Indemnitee, assume the defense of any such suit, action, proceeding or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee. The Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemniteeinvestigation; provided, however, that the Indemnitors Seller shall reimburse Purchaser for all reasonable costs and expenses incurred in providing such cooperation to Seller and shall not be liable for unreasonably interfere with operations at the fees Facilities or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereof shall cooperate in the defense or prosecution thereofFacilities Switchyard. (b) The Indemnitors Parties acknowledge and agree that, from and after the Closing Date, as between Seller and Purchaser, Purchaser shall be entitled exclusively to control, defend and settle any suit, action, proceeding or investigation arising out of or related to any Assets or Assumed Liabilities, in each case, not involving Excluded Assets or Excluded Liabilities, and Seller agrees to cooperate reasonably in connection therewith, it being understood that Seller shall not be liable required to incur any cost in connection with any such settlement but may be required to provide a release to a third party claimant in respect of the specific matters involved in such suit, action, proceeding, or investigation; provided, however, that Purchaser shall reimburse Seller for all reasonable costs and expenses incurred in providing such cooperation to Purchaser and shall not unreasonably interfere with Seller’s operations. (c) For suits, actions, proceedings, or investigations arising out of or related to both Excluded Assets and/or Excluded Liabilities, and Assets and/or Assumed Liabilities: (i) For suits, actions, proceedings or investigations which are reasonably expected to result in costs and liabilities to Seller of less than two hundred fifty thousand dollars ($250,000) and in which Seller is not a named party, such matters shall be controlled and defended by the Operating Agent under Sections 7.1 hereof the Facilities Operating Agreement, with Seller exercising the rights it retains under Section 2.1(h) through Purchaser and the costs thereof allocated between Seller and Purchaser in accordance with the allocation of Assumed Liabilities and Excluded Liabilities under this Agreement, provided that to the extent not already required by Seller’s retention of rights it retains under Section 2.1(h): (1) Purchaser shall keep Seller informed of material developments related to such suits, actions, proceedings or investigations in a timely manner; (2) Seller’s approval shall be required for any compromise or settlement of any liability or obligation of Seller, such approval not to be unreasonably withheld; and (3) Seller’s approval shall be required for any admission of liability or guilt in any civil or criminal matter, with such approval at Seller’s sole discretion. (ii) For all other suits, actions, proceedings or investigations, the Parties agree to coordinate with each other with respect to any Losses resulting from a claim or demand the defense thereof. Without limiting the foregoing, for suits, actions, proceedings or investigations in which Seller and Purchaser are named parties, Seller and Purchaser shall discuss the feasibility of which the Indemnitors were not offered the opportunity to assume as provided under Section 7.2(a) hereof to the extent the Indemnitors' liability under Sections 7.1 hereof is prejudiced as a result thereofhaving one counsel represent Seller and Purchaser.

Control of Litigation. (a) The Indemnitees Parties acknowledge and Indemnitee Affiliates agree that, from and after the Effective Date, as between Seller and Purchaser, Seller shall be entitled exclusively to give prompt notice to the Indemnitors of the assertion of any claimcontrol, or the commencement of defend and settle any suit, action, proceeding or proceeding investigation arising out of or related to any Excluded Assets, Excluded Liabilities or Taxes for Pre-Closing Tax Periods, in each case, not involving claims against the Operating Agent or the other Facilities Owners, and Purchaser agrees to cooperate reasonably in connection therewith, it being understood that Purchaser shall not be required to incur any cost in connection with any such settlement but may be required to provide a release to a third party claimant in respect of which indemnity may be sought under Section 7.1(b) or 7.1(c) of this Agreement and of any Losses which any such Indemnitee deems to be within the ambit of Section 7.1(b) or 7.1(c) of this Agreement other than relating to Taxes (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate specific matters involved in and, upon notice to such Indemnitee, assume the defense of any such suit, action, proceeding or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee. The Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemniteeinvestigation; provided, however, that the Indemnitors Seller shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction reimburse Purchaser for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for costs and expenses incurred in providing such consultation from time cooperation to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereof shall cooperate in the defense or prosecution thereofSeller. (b) The Indemnitors Parties acknowledge and agree that, from and after the Effective Date, as between Seller and Purchaser, Purchaser shall be entitled exclusively to control, defend and settle any suit, action, proceeding or investigation arising out of or related to any Assets or Assumed Liabilities, in each case, not involving Excluded Assets, Excluded Liabilities or Taxes for Pre-Closing Tax Periods, and Seller agrees to cooperate reasonably in connection therewith, it being understood that Seller shall not be liable under Sections 7.1 hereof required to incur any cost in connection with any such settlement but may be required to provide a release to a third party claimant in respect of the specific matters involved in such suit, action, proceeding, or investigation; provided, however, that Purchaser shall reimburse Seller for all reasonable costs and expenses incurred in providing such cooperation to Purchaser and shall not unreasonably interfere with Seller’s operations. The foregoing provisions of this Section 7.5(b) shall not apply to the Arbitration. (c) For suits, actions, proceedings, or investigations arising out of or related to both Excluded Assets and/or Excluded Liabilities (other than Taxes), and Assets and/or Assumed Liabilities, the Parties agree to coordinate with each other with respect to any Losses resulting from a claim or demand the defense thereof. Without limiting the foregoing, for suits, actions, proceedings or investigations in which Seller and Purchaser are named parties, Seller and Purchaser shall discuss the feasibility of which the Indemnitors were not offered the opportunity to assume as provided under Section 7.2(a) hereof to the extent the Indemnitors' liability under Sections 7.1 hereof is prejudiced as a result thereofhaving one counsel represent Seller and Purchaser.

Control of Litigation. Parent and Seller shall retain and continue to oversee and manage (ai) The Indemnitees and Indemnitee Affiliates agree the Actions set forth (or required to give prompt notice to be set forth) in Schedule 3.7, (ii) any further Actions arising following the Indemnitors of the assertion of any claim, or the commencement of any suit, action, or proceeding in respect of which indemnity may be sought under Section 7.1(b) or 7.1(c) date of this Agreement and of any Losses which any such Indemnitee deems until the Closing Date that would be required to be within set forth on Schedule 3.7 if the ambit representations and warranties in Section 3.7 were made as of Section 7.1(bthe Closing Date, and (iii) or 7.1(c) of this Agreement other than relating subject to Taxes (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice Acquiror’s right to such Indemnitee, assume the defense of any such suitThird Party Claim as set forth in Section 9.7, actionany Actions arising after the Closing Date to the extent arising from or relating to Parent’s, Seller’s and their Subsidiaries’ operation or proceeding; ownership of the Business or the Assets on or prior to the Closing Date, provided that all Damages arising from all such Actions shall constitute Excluded Liabilities for all purposes. Notwithstanding anything to the Indemnitors' counsel is contrary in Section 5.6(c), from and after the Closing Date, Acquiror and Parent shall use and shall cause their respective Subsidiaries to use commercially reasonable efforts to make available to each other, upon either party’s written request, (i) appropriate members of management and other employees and agents for fact finding, consultation and interviews and as witnesses to the extent that any such Person may reasonably satisfactory to such Indemnitee. The Indemnitors shall thereafter consult be required in connection with such Indemnitee upon such Indemnitee's reasonable request for such consultation any Actions in which the requesting party may from time to time be involved relating to the conduct of the Business and (ii) information related to the Business as may reasonably be required in connection with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate Actions in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation requesting party may from time to time be involved relating to the conduct of the Business. Acquiror and Parent agree to reimburse each other for reasonable out-of-pocket expenses incurred by the other in connection with providing individuals and witnesses pursuant to this Section 7.5. Following the Closing, Parent and Seller, shall and shall cause each of their respective Affiliates to, notify and consult with Acquiror prior to initiating or responding to any newly initiated Action in respect of any Excluded Liability or Excluded Asset that, in either case, relates to such suitthe Business. Notwithstanding the foregoing, actionthe provisions of this Section 7.5 shall not apply to Actions brought between Seller or Parent, or proceeding on the one hand, and the Indemnitees shall notAcquiror, without on the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereof shall cooperate in the defense or prosecution thereofother hand. (b) The Indemnitors shall not be liable under Sections 7.1 hereof with respect to any Losses resulting from a claim or demand the defense of which the Indemnitors were not offered the opportunity to assume as provided under Section 7.2(a) hereof to the extent the Indemnitors' liability under Sections 7.1 hereof is prejudiced as a result thereof.

Control of Litigation. (a) The Indemnitees Parties acknowledge and Indemnitee Affiliates agree that, from and after the Closing Date, as between Seller and Purchaser, Seller shall be entitled exclusively to give prompt notice to the Indemnitors of the assertion of any claimcontrol, or the commencement of defend and settle any suit, action, proceeding or proceeding investigation arising out of or related to any Excluded Assets, Excluded Liabilities or Taxes for Pre-Closing Tax Periods, in each case, not involving claims against the Operating Agent or the other Facilities Owners, and Purchaser agrees to cooperate reasonably in connection therewith, it being understood that Purchaser shall not be required to incur any cost in connection with any such settlement but may be required to provide a release to a third party claimant in respect of which indemnity may be sought under Section 7.1(b) or 7.1(c) of this Agreement and of any Losses which any such Indemnitee deems to be within the ambit of Section 7.1(b) or 7.1(c) of this Agreement other than relating to Taxes (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate specific matters involved in and, upon notice to such Indemnitee, assume the defense of any such suit, action, proceeding or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee. The Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemniteeinvestigation; provided, however, that the Indemnitors Seller shall reimburse Purchaser for all reasonable costs and expenses incurred in providing such cooperation to Seller and shall not be liable for unreasonably interfere with operations at the fees Facilities or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereof shall cooperate in the defense or prosecution thereofFacilities Switchyard. (b) The Indemnitors Parties acknowledge and agree that, from and after the Closing Date, as between Seller and Purchaser, Purchaser shall be entitled exclusively to control, defend and settle any suit, action, proceeding or investigation arising out of or related to any Assets or Assumed Liabilities, in each case, not involving Excluded Assets, Excluded Liabilities or Taxes for Pre-Closing Tax Periods, and Seller agrees to cooperate reasonably in connection therewith, it being understood that Seller shall not be liable required to incur any cost in connection with any such settlement but may be required to provide a release to a third party claimant in respect of the specific matters involved in such suit, action, proceeding, or investigation; provided, however, that Purchaser shall reimburse Seller for all reasonable costs and expenses incurred in providing such cooperation to Purchaser and shall not unreasonably interfere with Seller’s operations. (c) For suits, actions, proceedings, or investigations arising out of or related to both Excluded Assets and/or Excluded Liabilities (other than Taxes), and Assets and/or Assumed Liabilities: (i) For suits, actions, proceedings or investigations which are reasonably expected to result in costs and liabilities to Seller of less than Two Hundred Fifty Thousand Dollars ($250,000) and in which Seller is not a named party, such matters shall be controlled and defended by the Operating Agent under Sections 7.1 hereof the Facilities Operating Agreement, with Seller exercising the rights it retains under Section 2.1(h) through Purchaser and the costs thereof allocated between Seller and Purchaser in accordance with the allocation of Assumed Liabilities and Excluded Liabilities under this Agreement, provided that to the extent not already required by Seller’s retention of rights it retains under Section 2.1(h): (1) Purchaser shall keep Seller informed of material developments related to such suits, actions, proceedings or investigations in a timely manner; (2) Seller’s approval shall be required for any compromise or settlement of any liability or obligation of Seller, such approval not to be unreasonably withheld; and (3) Seller’s approval shall be required for any admission of liability or guilt in any civil or criminal matter, with such approval at Seller’s sole discretion. (ii) For all other suits, actions, proceedings or investigations, the Parties agree to coordinate with each other with respect to any Losses resulting from a claim or demand the defense thereof. Without limiting the foregoing, for suits, actions, proceedings or investigations in which Seller and Purchaser are named parties, Seller and Purchaser shall discuss the feasibility of which the Indemnitors were not offered the opportunity to assume as provided under Section 7.2(a) hereof to the extent the Indemnitors' liability under Sections 7.1 hereof is prejudiced as a result thereofhaving one counsel represent Seller and Purchaser.

Control of Litigation. Each Person entitled to indemnification as provided under Section 8.01 (athe “Indemnified Party”) The Indemnitees and Indemnitee Affiliates agree to shall give prompt written notice (the “Claim Notice”) to the Indemnitors Person from whom the Indemnified Party is seeking indemnification (the “Indemnifying Party”) of the assertion of any claim, Claim or the commencement of any suit, action, action or proceeding in respect of which indemnity may be sought under Section 7.1(b) or 7.1(c) of this Agreement 8.01 hereof and of any Losses Damages which any such Indemnitee Indemnified Party deems to be within the ambit scope of Section 7.1(b8.01 within fifteen (15) days following such assertion, commencement or 7.1(c) incurrence of this Agreement other than relating to Taxes (specifying with reasonable particularity Damages of which the basis therefor) Indemnified Party is actually aware and will shall give the Indemnitors Indemnifying Party such information with respect thereto as the Indemnitors Indemnifying Party may reasonably request. The Indemnitors Indemnifying Party may, at their its option and at its own expense, (a) participate in and, and (b) upon written notice to such Indemniteethe Indemnified Party, within fifteen (15) days of receipt of the Claim Notice, assume the defense of of, any such suit, action, action or proceeding; provided that (i) the Indemnitors' counsel of the Indemnifying Party is reasonably satisfactory to such Indemnitee. The Indemnitors the Indemnified Party, (ii) the Indemnifying Party shall thereafter consult with such Indemnitee the Indemnified Party, upon such Indemnitee's the reasonable request for such consultation of the Indemnified Party, from time to time with respect to such suit, actionaction or proceeding and (iii) the Indemnifying Party shall not settle or compromise any such suit, action or proceeding, and proceeding without the Indemnitors shall not, without such Indemnitee's consentwritten consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that if the Indemnifying Party reasonably desires to settle or compromise and the Indemnified Party rejects such reasonable settlement or compromise, then the Indemnified Party shall be liable for any such suit, action, and all Damages in excess of the amount of the rejected reasonable settlement or claimcompromise. If the Indemnitors assume Indemnifying Party assumes such defense, such Indemnitees the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their its own expense, separate from the counsel employed by the IndemnitorsIndemnifying Party. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party with respect to any Indemniteeperiod during which the Indemnifying Party has not assumed the defense of any such action or proceeding in respect of which indemnity is required hereunder; provided, however, that the Indemnitors Indemnifying Party shall not be liable for the fees or and expenses of more than one counsel employed by any Indemnitee the Indemnified Party, in any jurisdiction for all Indemniteesjurisdiction, except that if the Indemnified Party has a conflict of interest with any other Indemnified Party, the Indemnified Party is entitled to have separate counsel at the expense of the Indemnifying Party until such time as the Indemnifying Party assumes the defense. If the Indemnitees Indemnifying Party does not assume the defense and the Indemnified Party assumes the defense thereof, (A) the Indemnitees Indemnifying Party shall thereafter have the right (but not the duty) to participate in the defense thereof and employ counsel, at its own expense, (B) such Indemnified Party shall consult with the Indemnitors Indemnifying Party, upon the Indemnitors' reasonable request for such consultation of the Indemnifying Party, from time to time with respect to such suit, action, action or proceeding and (C) the Indemnitees Indemnified Party shall notnot settle or compromise any such suit, action or proceeding without the Indemnitors' consentconsent of the Indemnifying Party, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereof shall cooperate in the defense or prosecution thereof. (b) The Indemnitors shall not be liable under Sections 7.1 hereof with respect to any Losses resulting from a claim or demand the defense of which the Indemnitors were not offered the opportunity to assume as provided under Section 7.2(a) hereof to the extent the Indemnitors' liability under Sections 7.1 hereof is prejudiced as a result thereof.

Control of Litigation. Each Person entitled to indemnification as provided under Section 4.01 (athe “Indemnified Party”) The Indemnitees and Indemnitee Affiliates agree shall give written notice (the “Claim Notice”) to give prompt notice to the Indemnitors Contributing Member of the assertion of any claim, Claim or the commencement of any suit, action, action or proceeding in respect of which indemnity may be sought under Section 7.1(b) or 7.1(c) of this Agreement 4.01 hereof and of any Losses Damages which any such Indemnitee Indemnified Party deems to be within the ambit scope of Section 7.1(b4.01 within fifteen (15) days following such assertion, commencement or 7.1(c) incurrence of this Agreement other than relating to Taxes (specifying with reasonable particularity Damages of which the basis therefor) Indemnified Party is actually aware and will shall give the Indemnitors Contributing Member such information with respect thereto as the Indemnitors Contributing Member may reasonably request. The Indemnitors Contributing Member may, at their its option and at its own expense, (a) participate in and, and (b) upon written notice to such Indemniteethe Indemnified Party, within fifteen (15) days of receipt of the Claim Notice, assume the defense of of, any such suit, action, action or proceeding; provided that (i) the Indemnitors' counsel of Contributing Member is reasonably satisfactory to such Indemnitee. The Indemnitors the Indemnified Party, (ii) Contributing Member shall thereafter consult with such Indemnitee the Indemnified Party, upon such Indemnitee's the reasonable request for such consultation of the Indemnified Party, from time to time with respect to such suit, actionaction or proceeding and (iii) Contributing Member shall not settle or compromise any such suit, action or proceeding, and proceeding without the Indemnitors shall not, without such Indemnitee's consentwritten consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that if Contributing Member reasonably desires to settle or compromise and the Indemnified Party rejects such reasonable settlement or compromise, then the Indemnified Party shall be liable for any such suit, action, and all Damages in excess of the amount of the rejected reasonable settlement or claimcompromise. If the Indemnitors assume Contributing Member assumes such defense, such Indemnitees the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their its own expense, separate from the counsel employed by the IndemnitorsContributing Member. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors Contributing Member shall be liable for the fees and expenses of counsel employed by the Indemnified Party with respect to any Indemniteeperiod during which Contributing Member has not assumed the defense of any such action or proceeding in respect of which indemnity is required hereunder; provided, however, that the Indemnitors Contributing Member shall not be liable for the fees or and expenses of more than one counsel employed by any Indemnitee the Indemnified Party, in any jurisdiction for all Indemniteesjurisdiction, except that if the Indemnified Party has a conflict of interest with any other Indemnified Party, the Indemnified Party is entitled to have separate counsel at the expense of Contributing Member until such time as Contributing Member assumes the defense. If Contributing Member does not assume the Indemnitees assume defense and the Indemnified Party assumes the defense thereof, (A) Contributing Member shall have the Indemnitees right (but not the duty) to participate in the defense thereof and employ counsel, at its own expense, (B) such Indemnified Party shall thereafter consult with the Indemnitors Contributing Member, upon the Indemnitors' reasonable request for such consultation of Contributing Member, from time to time with respect to such suit, action, action or proceeding and (C) the Indemnitees Indemnified Party shall notnot settle or compromise any such suit, action or proceeding without the Indemnitors' consentconsent of Contributing Member, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereof shall cooperate in the defense or prosecution thereof. (b) The Indemnitors shall not be liable under Sections 7.1 hereof with respect to any Losses resulting from a claim or demand the defense of which the Indemnitors were not offered the opportunity to assume as provided under Section 7.2(a) hereof to the extent the Indemnitors' liability under Sections 7.1 hereof is prejudiced as a result thereof.

Control of Litigation. Distributor shall (ai) The Indemnitees and Indemnitee Affiliates agree have the right to give prompt notice to the Indemnitors of the assertion of any claim, or the commencement of any suit, action, or proceeding in respect of which indemnity may be sought under Section 7.1(b) or 7.1(c) of this Agreement and of any Losses which any such Indemnitee deems to be within the ambit of Section 7.1(b) or 7.1(c) of this Agreement other than relating to Taxes (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suitclaim made by a Third Party and arising from a breach or alleged breach of any representation, actionwarranty or agreement of FilmCo hereunder or that otherwise may be subject to the indemnity set forth in Section 12.1 above, and (ii) shall assume the defense of any claim for which FilmCo or the FilmCo Indemnified Parties are indemnified under Section 12.1, Section 12.3, or proceeding; provided that Section 12.4 above. FilmCo shall have the Indemnitors' counsel is reasonably satisfactory right as well as the obligation to such Indemnitee. The Indemnitors shall thereafter consult and cooperate with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time Distributor in connection with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suitclaim and, actionupon Distributor’s request, to furnish Distributor with any and all evidence, materials or claimother information relevant thereto. If the Indemnitors assume such defense, such Indemnitees FilmCo shall have the right (but not the dutyat FilmCo’s sole expense) to participate have FilmCo’s own counsel present in connection with the defense thereof of any such claim, provided that such counsel fully cooperates with Distributor’s counsel and to employ in no way interferes with the handling of the case by Distributor’s counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed FilmCo understands and agrees that all aspects of the defense thereofof any such claim, the Indemnitors whether as part of any litigation, negotiations or otherwise (excluding any decision regarding any settlement as provided below), shall be liable for the fees controlled by Distributor, Distributor shall be free to use counsel of Distributor’s choice in connection therewith, and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors such control shall not be liable for the fees in no way abrogate or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemniteesdiminish FilmCo’s obligations under Section 12.1 above. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees Distributor shall not, without the Indemnitors' consent, prior written consent of the FilmCo Indemnified Parties (which consent shall not be unreasonably withheldwithheld or delayed) effect any settlement or any pending or threatened claim unless such settlement includes (x) no admission of wrongdoing or culpability by any FilmCo Indemnified Party, settle (y) no provision for non-monetary relief to be performed by any FilmCo Indemnified Party, and (z) if Distributor (or compromise any such suitof its Affiliates) is released, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all an unconditional release of the parties hereof shall cooperate in FilmCo Indemnified Parties from all liability on the defense or prosecution thereof. (b) The Indemnitors shall not be liable under Sections 7.1 hereof with respect to any Losses resulting from a claims that are the subject matter of such claim or demand the defense of which the Indemnitors were not offered the opportunity to assume as provided proceeding. No amounts paid or payable in connection with Distributor’s indemnity obligations under Section 7.2(a) hereof to the extent the Indemnitors' liability under Sections 7.1 hereof is prejudiced 12.1 and Section 12.3 shall be recoupable by Distributor hereunder, whether as a result thereofDistribution Costs and Expenses or otherwise.

Control of Litigation. (a) The Indemnitees Parties acknowledge and Indemnitee Affiliates agree that, from and after the Closing Date, Seller shall be entitled exclusively to give prompt notice to the Indemnitors of the assertion of any claimcontrol, or the commencement of defend and settle any suit, actionaction or proceeding, and any investigation arising out of or proceeding related to any Excluded Assets or Excluded Liabilities, and Purchaser agrees to cooperate reasonably in connection therewith, it being understood that Purchaser shall not be required to incur any cost in connection with any such settlement but may be required to provide a release to a third party claimant in respect of which indemnity may be sought under Section 7.1(b) or 7.1(c) of this Agreement and of any Losses which any such Indemnitee deems to be within the ambit of Section 7.1(b) or 7.1(c) of this Agreement other than relating to Taxes (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate specific matters involved in and, upon notice to such Indemnitee, assume the defense of any such suit, action, proceeding or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee. The Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemniteeinvestigation; provided, however, that the Indemnitors Seller shall reimburse Purchaser for all reasonable costs and expenses incurred in providing such cooperation to Seller and shall not be liable for unreasonably interfere with operations at the fees Facilities or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereof shall cooperate in the defense or prosecution thereofFacilities Switchyard. (b) The Indemnitors Parties acknowledge and agree that, from and after the Closing Date, Purchaser shall be entitled exclusively (except as otherwise described in subsection (c) of this Section) to control, defend and settle any suit, action or proceeding, and any investigation arising out of or related to any Asset or Assumed Liabilities, and Seller agrees to cooperate reasonably in connection therewith, it being understood that Seller shall not be liable under Sections 7.1 hereof required to incur any cost in connection with any such settlement but may be required to provide a release to a third party claimant in respect of the specific matters involved in such suit, action, proceeding, or investigation; provided, however, that Purchaser shall reimburse Seller for all reasonable costs and expenses incurred in providing such cooperation to Purchaser and shall not unreasonably interfere with Seller's operations. (c) Subject to Section 6.6, the Parties acknowledge and agree that, from and after the Closing Date, Seller shall be entitled exclusively to control, defend and settle any Losses resulting from a claim action or demand the defense of which the Indemnitors were not offered the opportunity to assume as provided under Section 7.2(a) hereof proceeding associated with any Tax and related audit, appeals process or litigation for taxable periods occurring prior to the extent the Indemnitors' liability under Sections 7.1 hereof is prejudiced as a result thereofClosing Date.