Control of Non-Party Claims. Subject in all cases to Section 6.6 and except for Pre-Closing Litigation referred to in Section 6.7(f), which shall be administered in accordance with that section, the Indemnitor shall be entitled, at its election, to control the defense of such Non-Party Claim (the “Controlling Party”) and if the Indemnitor so elects, it shall: (i) retain counsel of its own choosing, which counsel shall be reasonably acceptable to the Indemnitee; (ii) control and direct the defense of any such Non-Party Claim, including the development and implementation of legal strategy for such Non-Party Claim, subject to Section 6.7(c); and (iii) pay, and indemnify the Indemnitee against, any costs or expenses incurred in such defense (whether or not such defense is wholly or partially successful).
Appears in 4 contracts
Samples: Integration and Investment Agreement, Integration and Investment Agreement (Morgan Stanley), Integration and Investment Agreement (Mitsubishi Ufj Financial Group Inc)
