Common use of Cooperation Regarding Claims Clause in Contracts

Cooperation Regarding Claims. If any Party (each an “Indemnified Party”) shall receive notice or have knowledge of any claim that may result in a claim for indemnification by such Indemnified Party against a Party pursuant to this Section 10, such Indemnified Party shall, as promptly as possible, give the indemnifying Party notice of such claim, including a reasonably detailed description of the facts and circumstances relating to such claim, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Party from the obligation hereunder to respond to or to defend the Indemnified Party failing to give such notice against such claim. The Party against whom indemnification is claimed shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnification, be entitled to assume the defense or to represent the interests of the Indemnified Party seeking indemnification in respect of such claim, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Party, appear in proceedings on behalf of such Indemnified Party and to propose, accept or reject offers of settlement, all at its sole cost, in consultation with the Indemnified Party and provided, however, that without the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting the Indemnified Party or the Plant.

Cooperation Regarding Claims. If any Party (each an “Indemnified Party”) shall receive receives notice or have has knowledge of any claim Claim that may result in a claim for indemnification by such Indemnified Party or its Representatives against a any other Party (an “Indemnifying Party”) pursuant to this Section 10Article XVI, such Indemnified Party shall, shall as promptly as possible, possible give the indemnifying Indemnifying Party notice of such claimClaim, including a reasonably detailed description of the facts and circumstances relating to such claimClaim, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure . Failure to promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Indemnifying Party from the obligation hereunder to respond to or defend the Indemnified Party or its Representatives against such Claim unless such failure shall materially diminish the ability of the Indemnifying Party to respond to or to defend the Indemnified Party failing to give such notice or its Representatives against such claimClaim. The Party against whom indemnification is claimed shallIndemnifying Party, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnificationor its Representatives in accordance with this Article XVI, shall be entitled to assume the defense or to represent the interests interest of the Indemnified Party seeking indemnification in or its Representatives with respect of to such claimClaim, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party or its Representatives and to propose, accept or reject offers of settlement, all at its sole cost. If and to the extent that any such settlement is reasonably likely to involve injunctive, in consultation with the Indemnified Party equitable or prospective relief or materially and provided, however, that without adversely affect the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry or its Representatives’ business or operations other than as a result of a judgment or settlement that does not provide for injunctive money damages or other nonmonetary relief affecting money payments, then such settlement will be subject to the reasonable approval of the Indemnified Party or the Plantits Representatives. Nothing herein shall prevent an Indemnified Party or its Representatives from retaining its own legal counsel and other consultants and participating in its own defense at its own cost and expense. The Parties shall cooperate with each other in any notification to insurers.

Cooperation Regarding Claims. If any an Indemnified Party (each an “Indemnified Party”) shall receive notice or have knowledge of any claim claim, demand, action, suit or proceeding that may result in a claim by such party against an Indemnifying Party for indemnification by such Indemnified Party against a Party pursuant to this Section 10Article 16, (collectively, "Claims"), such Indemnified Party shall, as promptly as is reasonably possible, give the indemnifying Indemnifying Party notice of such claimClaim, including (i) a reasonably detailed description of the facts and circumstances relating to such claimClaim, (ii) a reasonably detailed description of the basis for its potential claim for indemnification with respect thereto, and (iii) a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Indemnifying Party from of any indemnification obligation it may have under this Article 16 unless such failure shall materially diminish the obligation hereunder ability of the Indemnifying Party to respond to or to defend the Indemnified Party party failing to give such notice against such claimClaim. The Indemnified Party against whom indemnification is claimed and the Indemnifying Party shall consult and cooperate with each other regarding the response to and the defense of any Claim and the Indemnifying Party shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party party seeking indemnification, be entitled to and shall assume the defense or to represent the interests of the Indemnified Party party seeking indemnification in respect of such claimClaim, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Party, appear in proceedings on behalf of such Indemnified Party party and to propose, accept or reject offers of settlement, all at its sole cost; provided that no such settlement shall be made without the written consent of the relevant Indemnified Party, in consultation with such consent not to be unreasonably withheld; provided further, that if any such settlement is reasonably likely to materially and adversely affect such Indemnified Party's business operations other than as a result of money damages or other money payments, then, notwithstanding the foregoing, such Indemnified Party shall be entitled to withhold its consent to such settlement, to take control of the defense and investigation of such Claim, to employ and engage attorneys of its own choice to handle and defend the same and to compromise or settle such Claim, all at the Indemnifying Party's cost, risk and expense; and provided further that if the Claim is settled without the Indemnifying Party's consent, the Indemnified Party and provided, however, that without shall be deemed to have waived all rights hereunder against the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Indemnifying Party may only consent to entry for damages arising out of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting the such Claim. Nothing herein shall prevent an Indemnified Party or the Plantfrom retaining its own counsel and participating in its own defense at its own cost and expense. The Parties shall cooperate with each other in any notifications to insurers.

Cooperation Regarding Claims. If any an Indemnified Party (each which for purposes of this Section 7.4 shall mean an “ITO Indemnified Party and a LG&E/KU Indemnified Party”) shall receive receives notice or have has knowledge of any claim Indemnifiable Loss that may result in a claim for indemnification by such Indemnified Party against a an Indemnifying Party (which for purposes of this Section 7.4 shall mean LG&E/KU or the ITO) pursuant to this Section 107, such Indemnified Party shall, shall as promptly as possible, possible give the indemnifying Indemnifying Party notice of such claimIndemnifiable Loss, including a reasonably detailed description of the facts and circumstances relating to such claimIndemnifiable Loss, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure . Failure to promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Indemnifying Party from the obligation hereunder to respond to or defend the Indemnified Party against such Indemnifiable Loss unless such failure shall materially diminish the ability of the Indemnifying Party to respond to or to defend the Indemnified Party failing to give such notice against such claimIndemnifiable Loss. The Party against whom indemnification is claimed shallIndemnifying Party, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnificationin accordance with this Section 7 and subject to Section 7.5, shall be entitled to assume the defense or to represent the interests interest of the Indemnified Party seeking indemnification in with respect of to such claimIndemnifiable Loss, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party and to propose, accept or reject offers of settlement, all at its sole cost. If and to the extent that any such settlement is reasonably likely to involve injunctive, in consultation with the Indemnified Party equitable or prospective relief or materially and provided, however, that without adversely affect the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry business or operations other than as a result of a judgment or settlement that does not provide for injunctive money damages or other nonmonetary relief affecting money payments, then such settlement will be subject to the reasonable approval of the Indemnified Party. Nothing herein shall prevent an Indemnified Party or the Plantfrom retaining its own legal counsel and other consultants and participating in its own defense at its own cost and expense.

Cooperation Regarding Claims. If any an Indemnified Party (each an “Indemnified Party”) shall receive receives notice or have has knowledge of any claim Indemnifiable Loss that may result in a claim for indemnification by such Indemnified Party against a an Indemnifying Party pursuant to this Section 107, such Indemnified Party shall, shall as promptly as possible, possible give the indemnifying Indemnifying Party notice of such claimIndemnifiable Loss, including a reasonably detailed description of the facts and circumstances relating to such claimIndemnifiable Loss, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure . Failure to promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Indemnifying Party from the obligation hereunder to respond to or defend the Indemnified Party against such Indemnifiable Loss unless such failure shall materially diminish the ability of the Indemnifying Party to respond to or to defend the Indemnified Party failing to give such notice against such claimIndemnifiable Loss. The Party against whom indemnification is claimed shallIndemnifying Party, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnificationin accordance with this Section 7, shall be entitled to assume the defense or to represent the interests interest of the Indemnified Party seeking indemnification in with respect of to such claimIndemnifiable Loss, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party and to propose, accept or reject offers of settlement, all at its sole cost. If and to the extent that any such settlement is reasonably likely to involve injunctive, in consultation with the Indemnified Party equitable or prospective relief or materially and provided, however, that without adversely affect the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry business or operations other than as a result of a judgment or settlement that does not provide for injunctive money damages or other nonmonetary relief affecting money payments, then such settlement will be subject to the reasonable approval of the Indemnified Party. Nothing herein shall prevent an Indemnified Party or the Plantfrom retaining its own legal counsel and other consultants and participating in its own defense at its own cost and expense.

Cooperation Regarding Claims. If any Party hereto ---------------------------- (each an “"Indemnified Party”") shall receive notice or have knowledge of any claim that may result in a claim for indemnification by such Indemnified Party against a Party pursuant to this Section 108 or 9, such Indemnified Party shall, as promptly as possible, give the indemnifying Party notice of such claim, including a reasonably detailed description of the facts and circumstances relating to such claim, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Party from the obligation hereunder to respond to or to defend the Indemnified Party failing to give such notice against such claim only to the extent such failure prejudiced the interests of the indemnifying party with respect to such claim. The Party against whom indemnification is claimed shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnification, be entitled to assume the defense or to represent the interests of the Indemnified Party seeking indemnification in respect of such claim, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party and to propose, accept or reject offers of settlement, all at its sole cost, in consultation with the Indemnified Party and ; provided, however, that without the Indemnified Party’s 's consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting the Indemnified Party or the PlantParty.

Cooperation Regarding Claims. If any Party (each an “Indemnified Party”) shall receive Indemnitee receives notice or have has knowledge of any claim Claim that may result in a claim for indemnification by such Indemnified Party Indemnitee against a Party an Indemnitor pursuant to this Section 10Article VII, such Indemnified Party shall, Indemnitee shall as promptly as possible, possible give the indemnifying Party Indemnitor notice of such claimClaim, including a reasonably detailed description of the facts and circumstances relating to such claimClaim, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure . Failure to promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Party Indemnitor from the obligation hereunder to respond to or defend the Indemnitee against such Claim unless such failure shall materially diminish the ability of the Indemnitor to respond to or to defend the Indemnified Party failing to give such notice Indemnitee against such claimClaim. The Party against whom indemnification is claimed shallIndemnitor, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnification, Indemnitee in accordance with this Article VII shall be entitled to assume the defense or to represent the interests interest of the Indemnified Party seeking indemnification in Indemnitee, as the case may be, with respect of to such claimClaim, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party and to propose, accept or reject offers of settlement, all at its sole cost. If and to the extent that any Claim is other than for money damages, in consultation then (i) the terms of the foregoing sentence shall not apply, (ii) WEPCO shall be entitled to assume the defense with respect to the Indemnified Party and provided, however, that without the Indemnified Party’s consentClaim, which consent may not shall include the right to select and direct legal counsel and other consultants, which shall be unreasonably withheldpaid for by the Indemnitor, and (iii) any settlement will be subject to the indemnifying reasonable approval of any other Party may only consent affected by its terms. Nothing herein shall prevent an Indemnitee from retaining its own legal counsel and other consultants and participating in its own defense at its own cost and expense. The Parties shall cooperate with each other in any notification to entry of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting the Indemnified Party or the Plantinsurers.

Cooperation Regarding Claims. If any Party or the Project Manager (each an “Indemnified Party”) shall receive receives notice or have has knowledge of any claim Claim that may result in a claim for indemnification by such Indemnified Party or its Representatives against a any other Party or the Project Manager (an “Indemnifying Party”) pursuant to this Section 10Article XVI, such Indemnified Party shall, shall as promptly as possible, possible give the indemnifying Indemnifying Party notice of such claimClaim, including a reasonably detailed description of the facts and circumstances relating to such claimClaim, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure . Failure to promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Indemnifying Party from the obligation hereunder to respond to or defend the Indemnified Party or its Representatives against such Claim unless such failure shall materially diminish the ability of the Indemnifying Party to respond to or to defend the Indemnified Party failing to give such notice or its Representatives against such claimClaim. The Party against whom indemnification is claimed shallIndemnifying Party, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnificationor its Representatives in accordance with this Article XVI, shall be entitled to assume the defense or to represent the interests interest of the Indemnified Party seeking indemnification in or its Representatives with respect of to such claimClaim, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party or its Representatives and to propose, accept or reject offers of settlement, all at its sole cost. If and to the extent that any such settlement is reasonably likely to involve injunctive, in consultation with the Indemnified Party equitable or prospective relief or materially and provided, however, that without adversely affect the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry or its Representatives’ business or operations other than as a result of a judgment or settlement that does not provide for injunctive money damages or other nonmonetary relief affecting money payments, then such settlement will be subject to the reasonable approval of the Indemnified Party or its Representatives. Nothing herein shall prevent an Indemnified Party or its Representatives from retaining its own legal counsel and other consultants and participating in its own defense at its own cost and expense. The Parties and the PlantProject Manager shall cooperate with each other in any notification to insurers.

Cooperation Regarding Claims. If Except with respect to claims against the Lessee/Owner Parties with respect to agreements entered into by the Operating Agent pursuant to Section 2.2(b) or Section 2.2(m), which claims shall be governed by Sections 2.2(s) and 2.2(t), if any Party (each in such capacity, an “Indemnified Party”) shall receive receives notice or have has knowledge of any claim Loss that may result in a claim for indemnification by such Indemnified Party against a any other Party (in such capacity, an “Indemnifying Party”) pursuant to this Section 10Article XVI, such Indemnified Party shall, shall as promptly as possible, possible give the indemnifying Indemnifying Party notice of such claimLoss; provided, including that failure promptly to give such Notice or to provide such information and documents shall not relieve the Indemnifying Party from the obligation hereunder to respond to or to defend the Indemnified Party against such Loss unless such failure shall materially diminish the ability of the Indemnifying Party to respond to such claim or to defend the Indemnified Party. Such notice shall include a reasonably detailed description of the facts and circumstances relating to such claimLoss, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Party from the obligation hereunder to respond to or to defend the Indemnified Party failing to give such notice against such claim. The Party against whom indemnification is claimed shallIndemnifying Party, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnificationParty, shall be entitled to assume the defense or to represent the interests of the Indemnified Party seeking indemnification in respect of such claimLoss, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party and to propose, accept or reject offers of settlement, all at its sole cost, in consultation with the Indemnified Party and ; provided, howeverthat if and to the extent that any such settlement is reasonably likely to involve injunctive, that without equitable or prospective relief or materially and adversely affect the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry business or operations other than as a result of a judgment or settlement that does not provide for injunctive money damages or other nonmonetary relief affecting money payments, then such settlement will be subject to the reasonable approval of the Indemnified Party. Nothing herein shall prevent an Indemnified Party or the Plantfrom retaining its own legal counsel and other consultants and participating in its own defense at its own cost and expense. The Parties shall cooperate with each other in any notification to insurers.

Cooperation Regarding Claims. If any an Indemnified Party (each an “Indemnified Party”) shall receive receives notice or have has knowledge of any claim Indemnifiable Loss that may result in a claim for indemnification by such Indemnified Party against a an Indemnifying Party pursuant to this Section 107, such Indemnified Party shall, shall as promptly as possible, possible give the indemnifying Indemnifying Party notice of such claimIndemnifiable Loss, including a reasonably detailed description of the facts and circumstances relating to such claimIndemnifiable Loss, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure . Failure to promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Indemnifying Party from the obligation hereunder to respond to or defend the Indemnified Party against such Indemnifiable Loss unless such failure shall materially diminish the ability of the Indemnifying Party to respond to or to defend the Indemnified Party failing to give such notice against such claimIndemnifiable Loss. The Party against whom indemnification is claimed shallIndemnifying Party, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnificationin accordance with this Section 7, shall be entitled to assume the defense or to represent the interests interest of the Indemnified Party seeking indemnification in with respect of to such claimIndemnifiable Loss, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party and to propose, accept or reject offers of settlement, all at its sole cost. If and to the extent that any such settlement is reasonably likely to involve injunctive, in consultation with the Indemnified Party equitable or prospective relief or materially and provided, however, that without adversely affect the Indemnified Party’s consentbusiness or operations other than as a result of money The LG&E Companies Original Sheet No. 504g FERC Electric Tariff, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry of a judgment or settlement that does not provide for injunctive First Rev. Vol. 1 damages or other nonmonetary relief affecting money payments, then such settlement will be subject to the reasonable approval of the Indemnified Party. Nothing herein shall prevent an Indemnified Party or the Plantfrom retaining its own legal counsel and other consultants and participating in its own defense at its own cost and expense.

Cooperation Regarding Claims. If any Party hereto (each an “"Indemnified Party”") shall receive notice or have knowledge of any claim Claim that may result in a claim for indemnification by such Indemnified Party against a Party pursuant to under this Section 10Article 18, such Indemnified Party shall, as promptly as possible, give the indemnifying Party notice of such claimClaim, including a reasonably detailed description of the facts and circumstances relating to such claimClaim, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto, and the basis for its potential claim for indemnification with respect thereto in reasonable detail; provided that failure promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Party from or any obligation of indemnification it may have under this Article 18 unless such failure materially diminishes the obligation hereunder ability of such indemnifying Party to respond to or to defend the Indemnified Party failing to give such notice against such claimClaim. The Indemnified Parties shall consult with each other regarding, and cooperate in respect of, the response to and the defense of any such Claim, and the Party against whom indemnification is claimed shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnification, be entitled to assume the defense or to represent the interests of the Indemnified Party seeking indemnification in respect of such claimClaim, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party Party, and to propose, accept or reject offers of settlement, all at its sole cost, in consultation with the Indemnified Party and provided, however, that without the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting the Indemnified Party or the Plant.

Cooperation Regarding Claims. If any Party hereto (each an “Indemnified Party”"INDEMNIFIED PARTY") shall receive notice or have knowledge of any claim that may result in a claim for indemnification by such Indemnified Party against a Party pursuant to this Section 9 or 10, such Indemnified Party shall, as promptly as possible, give the indemnifying Party notice of such claim, including a reasonably detailed description of the facts and circumstances relating to such claim, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided PROVIDED that failure promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Party from the obligation hereunder to respond to or to defend the Indemnified Party failing to give such notice against such claim. The Party against whom indemnification is claimed shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnificationindemnification and for Owner, subject to the rights of Lender, be entitled to assume the defense or to represent the interests of the Indemnified Party seeking indemnification in respect of such claim, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party and to propose, accept or reject offers of settlement, all at its sole cost, in consultation with the Indemnified Party and provided, however, that without the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting the Indemnified Party or the Plant.

Cooperation Regarding Claims. If any an Indemnified Party (each an “Indemnified Party”) shall receive notice or have knowledge of any claim claim, demand, action, suit or proceeding that may result in a claim by such party against an Indemnifying Party for indemnification by such Indemnified Party against a Party pursuant to this Section 10Article 16, (collectively, "Claims"), such Indemnified Party shall, as promptly as is reasonably possible, give the indemnifying Indemnifying Party notice of such claimClaim, including (i) a reasonably detailed description of the facts and circumstances relating to such claimClaim, (ii) a reasonably detailed description of the basis for its potential claim for indemnification with respect thereto, and (iii) a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Indemnifying Party from of any indemnification obligation it may have under this Article 16 unless such failure shall materially diminish the obligation hereunder ability of the Indemnifying Party to respond to or to defend the Indemnified Party party failing to give such notice against such claimClaim. The Indemnified Party against whom indemnification is claimed and the Indemnifying Party shall consult and cooperate with each other regarding the response to and the defense of any Claim and the Indemnifying Party shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party party seeking indemnification, be entitled to and shall assume the defense or to represent the interests of the Indemnified Party party seeking indemnification in respect of such claimClaim, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Party, appear in proceedings on behalf of such Indemnified Party party and to propose, accept or reject offers of settlement, all at its sole cost; provided that no such settlement shall be made without the written consent of the relevant Indemnified Party, in consultation with such consent not to be unreasonably withheld; provided further, that if any such settlement is reasonably likely to materially and adversely affect such Indemnified Party's business operations other than as a result of money damages or other money payments, then, notwithstanding the foregoing, such Indemnified Party shall be entitled to withhold its consent to such settlement, to take control of the defense and investigation of such Claim, to employ and engage attorneys of its own choice to handle and defend the same and to compromise or settle such Claim, all at the Indemnifying Party's cost, risk and expense; and provided further that if the Claim is settled without the Indemnifying Party's consent, the Indemnified Party and provided, however, that without shall be deemed to have waived all rights hereunder against the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Indemnifying Party may only consent to entry for damages arising out of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting the such Claim. Nothing herein shall prevent an Indemnified Party or the Plant.from retaining its own counsel and participating in its own defense at its own cost and expense. The Parties shall cooperate with each other in any notifications to insurers. 16.4

Cooperation Regarding Claims. If Except with respect to claims against the Lessee/Owner Parties with respect to agreements entered into by the Operating Agent pursuant to Section 2.2(b), which claims shall be governed by Sections 2.2(o) and 2.2(p), if any Party (each in such capacity, an “Indemnified Party”) shall receive receives notice or have has knowledge of any claim Loss that may result in a claim for indemnification by such Indemnified Party against a any other Party (in such capacity, an “Indemnifying Party”) pursuant to this Section 10Article XVI, such Indemnified Party shall, shall as promptly as possible, possible give the indemnifying Indemnifying Party notice of such claimLoss; provided, including that failure promptly to give such Notice or to provide such information and documents shall not relieve the Indemnifying Party from the obligation hereunder to respond to or to defend the Indemnified Party against such Loss unless such failure shall materially diminish the ability of the Indemnifying Party to respond to such claim or to defend the Indemnified Party. Such notice shall include a reasonably detailed description of the facts and circumstances relating to such claimLoss, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Party from the obligation hereunder to respond to or to defend the Indemnified Party failing to give such notice against such claim. The Party against whom indemnification is claimed shallIndemnifying Party, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnificationParty, shall be entitled to assume the defense or to represent the interests of the Indemnified Party seeking indemnification in respect of such claimLoss, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party and to propose, accept or reject offers of settlement, all at its sole cost, in consultation with the Indemnified Party and ; provided, howeverthat if and to the extent that any such settlement is reasonably likely to involve injunctive, that without equitable or prospective relief or materially and adversely affect the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry business or operations other than as a result of a judgment or settlement that does not provide for injunctive money damages or other nonmonetary relief affecting money payments, then such settlement will be subject to the reasonable approval of the Indemnified Party. Nothing herein shall prevent an Indemnified Party or the Plantfrom retaining its own legal counsel and other consultants and participating in its own defense at its own cost and expense. The Parties shall cooperate with each other in any notification to insurers.

Cooperation Regarding Claims. If any Party (each an “Indemnified Party”) either party hereto shall receive notice or have knowledge of any claim claim, demand, action, suit or proceeding that may result in either (i) a claim for indemnification by such Indemnified Party party against a Party the other party pursuant to this Section 109.04, or (ii) an Unforeseen Circumstance as to such party, such Indemnified Party party shall, as promptly as possible, give the indemnifying Party other party notice of such claim, demand, action, suit or proceeding, including a reasonably detailed description of the facts and circumstances relating to such claim, demand, action, suit or proceeding and a complete copy of all notices, pleadings and other papers related thereto, and and, in reasonable detail the basis for its potential case of a claim for indemnification with respect theretopursuant to Section 9.05, such claim and the basis therefor in reasonable detail; provided that failure promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Party from other party of any obligation of indemnification it may have under Section 9.05 unless such failure shall materially diminish the obligation hereunder ability of such other party to respond to or to defend the Indemnified Party party failing to give such notice against against, such claim, demand, action suit or proceeding. The Party parties hereto shall consult with each other regarding and cooperate in respect of the response to and the defense of any such claim, demand, action, suit or proceeding and, in the case of a claim for indemnification pursuant to Section 9.05, the party against whom indemnification is claimed shall, upon its acknowledgment acknowledgement in writing of its obligation to indemnify the Indemnified Party party seeking indemnification, be entitled to assume the defense or to represent the interests of the Indemnified Party party seeking indemnification in respect of such claim, demand, action, suit or proceeding, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party party and to propose, accept or reject offers of settlement, all at its sole cost, in consultation with settlement reasonably agreeable to the Indemnified Party and provided, however, that without the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting the Indemnified Party or the Plantindemnified party.

Cooperation Regarding Claims. If any Party hereto (each an “---------------------------- "Indemnified Party”") shall receive notice or have knowledge of any claim that may result in a claim for indemnification by such Indemnified Party against a Party pursuant to this Section 108 or 9, such Indemnified Party shall, as promptly as possible, give the indemnifying Party notice of such claim, including a reasonably detailed description of the facts and circumstances relating to such claim, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Party from the obligation hereunder to respond to or to defend the Indemnified Party failing to give such notice against such claim only to the extent such failure prejudiced the interests of the indemnifying party with respect to such claim. The Party against whom indemnification is claimed shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnification, be entitled to assume the defense or to represent the interests of the Indemnified Party seeking indemnification in respect of such claim, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party and to propose, accept or reject offers of settlement, all at its sole cost, in consultation with the Indemnified Party and ; provided, however, that without the Indemnified Party’s 's consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting the Indemnified Party or the PlantParty.

Cooperation Regarding Claims. (i) If any Indemnified Party (each an “Indemnified Party”) shall receive notice or have knowledge of any claim claim, demand, action, suit or proceeding that said Indemnified Party may have reason to believe may result in a claim for indemnification by such Indemnified Party against a Party pursuant to this Section 107.5, such Indemnified Indemnified, Party shall, as promptly as possible, give the indemnifying Party Indemnitor notice of thereof. Such notice shall include, to the extent known to such claim, including a Indemnified Party: (A) reasonably detailed description of the facts and circumstances relating to such claim, and demand, action, suit or proceeding, (B) a complete copy of all related notices, pleadings pleading and other papers related thereto, and (C) a description in reasonable detail of the basis for its the potential claim for indemnification with respect theretoindemnification; provided provided, however, that failure promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Party from Indemnitor of any obligation of indemnification it may have under this Section 7.5. (ii) The parties shall consult with each other regarding, and cooperate in respect of the obligation hereunder to respond to response to, and the defense of, any claim, demand, action, suit or to defend the Indemnified Party failing to give such notice against such claimproceeding. The Party against whom indemnification is claimed shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnification, Indemnitor shall be entitled to assume the defense or to represent the interests of the Indemnified Party seeking indemnification in respect of such claim, demand, action, suit or proceeding which shall include the right to select and direct legal counsel and other consultants reasonably acceptable satisfactory to the Indemnified Party, appear in proceedings on behalf of such Indemnified Party and to propose, propose accept or reject offers of settlement, all at its sole cost, in consultation with the Indemnified Party and ; provided, however, that without if the Indemnified Party’s consent, which consent may not be unreasonably withheld, the indemnifying Party may only consent to entry of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting defendants in any such action include both the Indemnified Party and the Indemnitor and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Plant.Indemnitor, the Indemnified Party shall have the right to select its own counsel to defend such action on behalf of such Indemnified Party or Parties at the expense of the Indemnitor. 7.6

Cooperation Regarding Claims. If any either a KCTC Indemnified Party (each an “or a MESC Indemnified Party”) Party shall receive notice or have knowledge of any claim claim, demand, action, suit or proceeding that may result in a claim for indemnification by such Indemnified Party party against a Party (the "Indemnifying Party") pursuant to this Section 1010 (collectively, "Claims"), such Indemnified Party party shall, as promptly as is reasonably possible, give the indemnifying Indemnifying Party notice of such claimClaim, including (i) a reasonably detailed description of the facts and circumstances relating to such claimClaim, (ii) a reasonably detailed description of the basis for its potential claim for indemnification with respect thereto, and (iii) a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Indemnifying Party from of any indemnification obligation it may have under this Section 10 unless such failure shall materially diminish the obligation hereunder ability of such Indemnifying Party to respond to or to defend the Indemnified Party party failing to give such notice against such claimClaim. The KCTC and MESC shall consult and cooperate with each other regarding the response to and the defense of any such Claim and the Indemnifying Party against whom indemnification is claimed shall, upon its acknowledgment in writing of its obligation to indemnify the party (including the KCTC Indemnified Party Parties or MESC Indemnified Parties, as applicable) seeking indemnification, be entitled to and shall assume the defense or to represent the interests of the Indemnified Party party seeking indemnification in respect of such claimClaim, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Party, appear in proceedings on behalf of such Indemnified Party party and to propose, accept or reject offers of settlement, all at its sole cost, in consultation with the Indemnified Party and provided, however, ; provided that no such settlement shall be made without the Indemnified written consent of the relevant indemnified party, such consent not to be unreasonably withheld or delayed; provided further that if any such settlement is reasonably likely to materially and adversely affect such indemnified party's business operations other than as a result of money damages or other money payments, then, notwithstanding the foregoing, such indemnified party shall be entitled to withhold its consent to such settlement and take control of the defense and investigation of such Claim, to employ and engage attorneys of its own choice to handle and defend the same and to compromise or settle such Claim, all at the Indemnifying Party’s 's cost, risk and expense; and provided further that if the Claim is settled without the Indemnifying Party's consent, which consent may not the indemnified party shall be unreasonably withheld, deemed to have waived all rights hereunder against the indemnifying Indemnifying Party may only consent for damages arising out of such Claim. Nothing herein shall prevent an indemnified party from retaining its own counsel and participating in its own defense at its own cost and expense. The Parties shall cooperate with each other in any notifications to entry of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting the Indemnified Party or the Plantinsurers.

Cooperation Regarding Claims. If any Party Participant or the Agent (each an “Indemnified PartyParticipant”) shall receive receives notice or have knowledge has Knowledge of any claim Claim that may result in a claim for indemnification by such Indemnified Party Participant or its Representatives against a Party any other Participant or the Agent (an “Indemnifying Participant”) pursuant to this Section 10Article XVI, such Indemnified Party Participant shall, as promptly as possiblepracticable, give the indemnifying Party Indemnifying Participant notice of such claimClaim, including a reasonably detailed description of the facts and circumstances relating to such claimClaim, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure . Failure to promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Party Indemnifying Participant from the obligation hereunder to respond to or defend the Indemnified Participant or its Representatives against such Claim unless such failure shall materially diminish the ability of the Indemnifying Participant to respond to or to defend the Indemnified Party failing to give such notice Participant or its Representatives against such claimClaim. The Party against whom indemnification is claimed shallIndemnifying Participant, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnificationParticipant or its Representatives in accordance with this Article XVI, shall be entitled to assume the defense or to represent the interests interest of the Indemnified Party seeking indemnification in Participant or its Representatives with respect of to such claimClaim, which shall include the right to select and direct legal counsel and other consultants that are reasonably acceptable to the Indemnified PartyParticipants and their respective Representatives, appear in proceedings on behalf of such Indemnified Party Participant or its Representatives and to propose, accept or reject offers of settlement, all at its sole cost. If and to the extent that any such settlement is reasonably likely to involve injunctive, in consultation with equitable or prospective relief or adversely affect the Indemnified Party and providedParticipant’s or its Representatives’ reputation, howeverbusiness or operations other than as a result of money damages or other money payments, that without then such settlement will be subject to the reasonable approval of the Indemnified Party’s consent, which consent may not be unreasonably withheld, Participant or its Representatives. Nothing herein shall prevent an Indemnified Participant or its Representatives from retaining its own legal counsel and other consultants and participating in its own defense at its own cost and expense. The Participants and the indemnifying Party may only consent Agent shall cooperate with each other in any notification to entry of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting the Indemnified Party or the Plantinsurers.

Cooperation Regarding Claims. If any Party (each an “Indemnified Party”) shall receive Indemnitee receives notice or have has knowledge of any such claim that may result in a claim for indemnification by such Indemnified Party Indemnitee against a an Indemnifying Party pursuant to this Section 109, such Indemnified Party shall, Indemnitee shall as promptly as possible, possible give the indemnifying Indemnifying Party notice of such claim, including a reasonably detailed description of the facts and circumstances relating to such claim, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided that failure . Failure to promptly to give such notice or to provide such information and documents shall not relieve the indemnifying Indemnifying Party from the obligation hereunder to respond to or defend the Indemnitee against such claim unless such failure shall materially diminish the ability of the Indemnifying Party to respond to or to defend the Indemnified Party failing to give such notice Indemnitee against such claim. The Party against whom indemnification is claimed shallIndemnifying Party, upon its acknowledgment in writing of its obligation to indemnify the Indemnified Party seeking indemnification, Indemnitee in accordance with this Section 9 shall be entitled to assume the defense or to represent the interests interest of the Indemnified Party seeking indemnification in Indemnitee, as the case may be, with respect of to such claim, which shall include the right to select and direct legal counsel and other consultants reasonably acceptable to the Indemnified Partyconsultants, appear in proceedings on behalf of such Indemnified Party and to propose, accept or reject offers of settlement, all at its sole cost. If and to the extent that any claim is other than for money damages, in consultation then (i) the terms of the foregoing sentence shall not apply, (ii) pursuant to the terms of Article 7 of the Easement Agreement, Wisconsin Electric shall be entitled to assume the defense with the Indemnified Party and provided, however, that without the Indemnified Party’s consentrespect to such claim, which consent may not shall include the right to select and direct legal counsel and other consultants, and (iii) any settlement will be unreasonably withheld, subject to the indemnifying Party may only consent reasonable approval of the Indemnifying Party. Nothing herein shall prevent an Indemnitee from retaining its own legal counsel and other consultants and participating in its own defense at its own cost and expense. The parties hereto shall cooperate with each other in any notification to entry of a judgment or settlement that does not provide for injunctive or other nonmonetary relief affecting the Indemnified Party or the Plantinsurers.