Common use of Control of Proceedings Clause in Contracts

Control of Proceedings. Each Indemnified Party shall: give the indemnifying Party written notice of any Claim or potential Claim promptly after the indemnified Party receives notice of any such Claim or Potential Claim (provided that failure to give any such notice shall not alter or reduce the indemnification obligations of any Indemnifying Party except to the extent that such failure caused the Indemnified Parties to incur increased losses, liabilities, damages or fees); allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such Claim (so long as it has confirmed its indemnification obligation responsibility to such indemnified Party under this Section 9.03 with respect to a given Claim); provided that the controlling Party may not settle such Claim in any manner that would require payment by the other Party, or would materially adversely affect the rights granted to the other Party hereunder, or would materially conflict with the terms of this Agreement, without first obtaining the other Party's prior written consent; and reasonably cooperate with the indemnifying Party in its defense of the Claim (including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony) at the indemnifying Party's expense. If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such Claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Article 9 as to any Claim for which settlement or compromise of such claim or an offer of settlement or compromise of such Claim is made by an indemnified Party without the prior written consent of the indemnifying Party. If the indemnifying Party notifies the other in writing that it will not defend the other Party against a Claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such Claim asserted against the other Party, the other Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such Claim.

Control of Proceedings. Each Indemnified To receive the benefits of the indemnity under Section 6.1 or 6.2, as applicable, an indemnified Party shall: must (i) give the indemnifying Party written notice of any Claim claim or potential Claim claim promptly after the indemnified Party receives written notice of any such Claim or Potential Claim claim and (provided that failure to give any such notice shall not alter or reduce the indemnification obligations of any Indemnifying Party except to the extent that such failure caused the Indemnified Parties to incur increased losses, liabilities, damages or fees); ii) allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such Claim claim (so long as it has confirmed its indemnification obligation responsibility to such indemnified Party under this Section 9.03 6.3 with respect to a given Claimclaim); provided that the controlling Party may not settle such Claim claim or enter into any voluntary consent judgment in any manner that would require payment by the other Party, or would materially adversely affect the rights granted to the other Party hereunder, or would materially conflict with the terms of this Agreement, without first obtaining the other Party's prior written consent; and . The indemnified party shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the Claim claim (including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony) at the indemnifying Party's expense). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such Claim claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Article 9 6 as to any Claim claim for which settlement or compromise of such claim or an offer of settlement or compromise of such Claim is made by an indemnified Party without the prior written consent of the indemnifying Party. If the indemnifying Party notifies the other in writing that it will not defend the other Party against a Claim such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such Claim claim asserted against the other Party, the other indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such Claimclaim without limiting its rights to indemnification under this Article 6; provided, however, that the Party shall not have the right to settle such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Party without the prior written consent of the Party entitled to control the defense.

Control of Proceedings. Each Indemnified Party shall: give In the indemnifying Party written notice case of any Claim or potential Claim promptly after the indemnified Party receives notice of any such Claim or Potential Claim (provided that failure to give any such notice shall not alter or reduce the indemnification obligations of any Indemnifying Party except to the extent that such failure caused the Indemnified Parties to incur increased losses, liabilities, damages or fees); allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such Claim (so long as it has confirmed its indemnification obligation responsibility to such indemnified Party under this Section 9.03 Proceeding with respect to Income Taxes or Other Taxes for which a given Claim); provided that party is or may be liable pursuant to this Agreement, Parent or Spinco, as the controlling Party case may not settle such Claim in any manner that would require payment by the other Partybe, or would materially adversely affect the rights granted shall promptly give notice to the other Party hereunderparty, informing such other party of the Proceeding in reasonable detail, and Parent or would materially conflict Spinco, as the case may be, shall execute or cause to be executed any powers of attorney or other documents necessary to enable the party that may be so liable to take all actions desired by such party with respect to such Proceeding. Such party shall have the terms of this Agreementright to control any such Proceeding and, without first obtaining to initiate any claim for refund, file any amended return or take any other action that it deems appropriate with respect to such Income Taxes or Other Taxes, provided, however, that if such Proceeding relates to a Tax Return for which the other Party's prior written consent; and reasonably cooperate with the indemnifying Party in its defense of the Claim (including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony) at the indemnifying Party's expense. If the indemnifying Party defends the claim, an indemnified Party may participate in, but not controlparty is Responsible, the defense of such Claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Article 9 as to any Claim for which settlement or compromise of such claim or an offer of settlement or compromise of such Claim is made by an indemnified Party without the prior written consent of the indemnifying Party. If the indemnifying Party notifies the other in writing that it will not defend the other Party against a Claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such Claim asserted against the other Party, the other Party Responsible party shall have the right, but not the obligationwithin a reasonable time after such notice is given, to defend or take deny the non-Responsible party control of such Proceeding. In the event that a Responsible party denies control of a Proceeding to a non-Responsible party, the parties shall agree upon the amount of such Income Taxes of Other Taxes for which the non-Responsible party is liable pursuant to this Agreement or, if the parties cannot so agree, shall submit the amount of such liability to arbitration for resolution (in a manner consistent with the procedures set forth in Section 8 hereof), which resolution shall determine the amount of 13 the payment to be made pursuant to this Agreement, taking into account the risks of litigation and the other reasonable action to defend its interests in practical considerations associated with the settlement of such proceedingsa Proceeding, and the Responsible party shall have the right sole discretion to litigatedefend, settle or otherwise dispose take any action that it deems appropriate with respect to such Proceeding. For purposes of this Section 9, a party is Responsible for any Tax Return that it is required to file pursuant to Section 4 hereof, and Parent is Responsible for any Tax Returns of any such Claimmember of the Old Company Group (excluding Tax Returns involving solely members of the Spinco Group).

Control of Proceedings. Each Indemnified To receive the benefits of the indemnity under Section 6.1 or 6.2, as applicable, an indemnified Party shall: must (i) give the indemnifying Party written notice of any Claim claim or potential Claim claim promptly after the indemnified Party receives written notice of any such Claim or Potential Claim claim and (provided that failure to give any such notice shall not alter or reduce the indemnification obligations of any Indemnifying Party except to the extent that such failure caused the Indemnified Parties to incur increased losses, liabilities, damages or fees); ii) allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such Claim claim (so long as it has confirmed its indemnification obligation responsibility to such indemnified Party under this Section 9.03 6.3 with respect to a given Claimclaim); provided that the controlling Party may not settle such Claim claim or enter into any voluntary consent judgment in any manner that would require payment by the other Party, or would materially adversely affect the rights granted to the other Party hereunder, or would materially conflict with the terms of this Agreement, without first obtaining the other Party's prior written consent; and . The indemnified party shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the Claim claim (including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony) at the indemnifying Party's expense). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such Claim claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Article 9 6 as to any Claim claim for which settlement or compromise of such claim or an offer of settlement or compromise of such Claim is made by an indemnified Party without the prior written consent of the indemnifying Party. If the indemnifying Party notifies the other in writing that it will not defend the other Party against a Claim such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such Claim claim asserted against the other Party, the other indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such Claim.claim without limiting its rights to indemnification under this Article 6; provided, however, that the Party shall not have the right to settle such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party

Control of Proceedings. Each Indemnified To receive the benefits of the indemnity under Sections 10.1 or 10.2, as applicable, an indemnified Party shall: must (i) give the indemnifying Party written notice of any Claim or potential Claim promptly after the indemnified Party receives notice of any such Claim or Potential Claim Claim; (provided that failure to give any such notice shall not alter or reduce the indemnification obligations of any Indemnifying Party except to the extent that such failure caused the Indemnified Parties to incur increased losses, liabilities, damages or fees); ii) allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such Claim (so long as it has confirmed its indemnification obligation responsibility to such indemnified Party under this Section 9.03 10.3 with respect to a given Claim); provided that PROVIDED THAT the controlling Party may not settle such Claim in any manner that would require payment by the other Party, or would materially adversely affect the rights granted to the other Party hereunder, or would materially conflict with the terms of this Agreement, without first obtaining the other Party's prior written consent; and (iii) so long as such cooperation does not vitiate any legal privilege to which it is entitled, reasonably cooperate with the indemnifying Party in its defense of the Claim (including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony) at the indemnifying Party's expense). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such Claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Article 9 10 as to any Claim for which settlement or compromise of such claim or an offer of settlement or compromise of such Claim is made by an indemnified Party without the prior written consent of the indemnifying Party. If the indemnifying Party entitled to control the defense of such Claim notifies the other in writing that it will not defend the other Party against a such Claim asserted against the other Party, or if the indemnifying Party entitled to control the defense of such Claim fails to defend or take other reasonable, timely action, in response to such Claim asserted against the other Party, the other Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such Claim; provided, however, that the other Party shall not have the right to settle such Claim in a manner that adversely affects the rights granted to the other Party hereunder, or would materially conflict with this Agreement, or would require a payment by the Party entitled to control the defense to such Third Party, without the prior written consent of Party entitled to control the defense of such Claim.

Control of Proceedings. Each Indemnified To receive the benefits of the indemnity under Sections 6.1 or 6.2, as applicable, an indemnified Party shall: must (i) give the indemnifying Party written notice of any Claim or potential Claim promptly after the indemnified Party receives written notice of any such Claim or Potential Claim Claim; (provided that failure to give any such notice shall not alter or reduce the indemnification obligations of any Indemnifying Party except to the extent that such failure caused the Indemnified Parties to incur increased losses, liabilities, damages or fees); ii) allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such Claim (so long as it has confirmed its indemnification obligation responsibility to such indemnified Party under this Section 9.03 6.3 with respect to a given Claim); provided that PROVIDED THAT the controlling Party may not settle such Claim in any manner that would require payment by the other Party, or would materially adversely affect the rights granted to the other Party hereunder, or would materially conflict with the terms of this Agreement, without first obtaining the other Party's prior written consent; and (iii) so long as such cooperation does not vitiate any legal privilege to which it is entitled, reasonably cooperate with the indemnifying Party in its defense of the Claim (including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony) at the indemnifying Party's expense). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such Claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Article 9 6 as to any Claim for which settlement or compromise of such claim or an offer of settlement or compromise of such Claim is made by an indemnified Party without the prior written consent of the indemnifying Party. If the indemnifying Party entitled to control the defense of such Claim notifies the other in writing that it will not defend the other Party against a such Claim asserted against the other Party, or if the indemnifying Party entitled to control the defense of such Claim fails to defend or take other reasonable, timely action, in response to such Claim asserted against the other Party, the other Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such Claim; provided, however, that the other Party shall not have the right to settle such Claim in a manner that adversely affects the rights granted to the other Party hereunder, or would materially conflict with this Agreement, or would require a payment by the Party entitled to control the defense to such Third Party, without the prior written consent of Party entitled to control the defense of such Claim.

Control of Proceedings. Each Indemnified Party shall: give Promptly after receipt by an indemnified party under this Clause 12 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying Party written notice party under Clause 12.1, 12.2 or 12.3 above, notify the indemnifying party of any Claim or potential Claim promptly after the indemnified Party receives notice of any such Claim or Potential Claim (provided that commencement thereof; but the failure to give any such notice notify the indemnifying party shall not alter relieve it from any liability that it may have under Clause 12.1, 12.2 or reduce the indemnification obligations of any Indemnifying Party 12.3 above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure caused the Indemnified Parties to incur increased losses, liabilities, damages or fees); allow notify the indemnifying Party party shall not relieve it from any liability that it may have to an indemnified party otherwise than under Clause 12.1, 12.2 or 12.3 above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume exclusive control of the defense and settlement (including all decisions relating to litigationthereof, defense and appeal) of any such Claim (so long as it has confirmed its indemnification obligation responsibility with counsel satisfactory to such indemnified Party party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 9.03 with respect to a given Claim); provided that the controlling Party may not settle Clause 12 for any legal or other expenses subsequently incurred by such Claim indemnified party in any manner that would require payment by the other Party, or would materially adversely affect the rights granted to the other Party hereunder, or would materially conflict connection with the terms defense thereof other than reasonable costs of this Agreementinvestigation. No indemnifying party shall, without first obtaining the other Party's prior written consent; and reasonably cooperate with the indemnifying Party in its defense of the Claim (including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony) at the indemnifying Party's expense. If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such Claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Article 9 as to any Claim for which settlement or compromise of such claim or an offer of settlement or compromise of such Claim is made by an indemnified Party without the prior written consent of the indemnifying Party. If indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the indemnifying Party notifies the other in writing that it will subject matter of such action and (ii) does not defend the other Party against include a Claim asserted against the other Partystatement as to, or if the indemnifying Party fails an admission of, fault, culpability or a failure to defend act by or take other reasonable, timely action, in response to such Claim asserted against the other Party, the other Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose on behalf of any such Claiman indemnified party.

Control of Proceedings. Each Indemnified Party shall: give In the indemnifying Party written notice case of any Claim or potential Claim promptly after the indemnified Party receives notice of any such Claim or Potential Claim (provided that failure to give any such notice shall not alter or reduce the indemnification obligations of any Indemnifying Party except to the extent that such failure caused the Indemnified Parties to incur increased losses, liabilities, damages or fees); allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such Claim (so long as it has confirmed its indemnification obligation responsibility to such indemnified Party under this Section 9.03 Proceeding with respect to Income Taxes or Other Taxes for which a given Claim); provided that party is or may be liable pursuant to this Agreement, Parent or Spinco, as the controlling Party case may not settle such Claim in any manner that would require payment by the other Partybe, or would materially adversely affect the rights granted shall promptly give notice to the other Party hereunderparty, informing such other party of the Proceeding in reasonable detail, and Parent or would materially conflict Spinco, as the case may be, shall execute or cause to be executed any powers of attorney or other documents necessary to enable the party that may be so liable to take all actions desired by such party with respect to such Proceeding. Such party shall have the terms of this Agreementright to control any such Proceeding and, without first obtaining to initiate any claim for refund, file any amended return or take any other action that it deems appropriate with respect to such Income Taxes or Other Taxes, provided, however, that if such Proceeding relates to a Tax Return for which the other Party's prior written consent; and reasonably cooperate with the indemnifying Party in its defense of the Claim (including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony) at the indemnifying Party's expense. If the indemnifying Party defends the claim, an indemnified Party may participate in, but not controlparty is Responsible, the defense of such Claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Article 9 as to any Claim for which settlement or compromise of such claim or an offer of settlement or compromise of such Claim is made by an indemnified Party without the prior written consent of the indemnifying Party. If the indemnifying Party notifies the other in writing that it will not defend the other Party against a Claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such Claim asserted against the other Party, the other Party Responsible party shall have the right, but not the obligationwithin a reasonable time after such notice is given, to defend or take deny the non-Responsible party control of such Proceeding. In the event that a Responsible party denies control of a Proceeding to a non-Responsible party, the parties shall agree upon the amount of such Income Taxes of Other Taxes for which the non-Responsible party is liable pursuant to this Agreement or, if the parties cannot so agree, shall submit the amount of such liability to arbitration for resolution (in a manner consistent with the procedures set forth in Section 8 hereof), which resolution shall determine the amount of A-13 the payment to be made pursuant to this Agreement, taking into account the risks of litigation and the other reasonable action to defend its interests in practical considerations associated with the settlement of such proceedingsa Proceeding, and the Responsible party shall have the right sole discretion to litigatedefend, settle or otherwise dispose take any action that it deems appropriate with respect to such Proceeding. For purposes of this Section 9, a party is Responsible for any Tax Return that it is required to file pursuant to Section 4 hereof, and Parent is Responsible for any Tax Returns of any such Claimmember of the Old Company Group (excluding Tax Returns involving solely members of the Spinco Group).