Common use of Limitations on Indemnifying Party Control Clause in Contracts

Limitations on Indemnifying Party Control. In the event that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties), as applicable, assumes the defense of the Third Party Claim in accordance with Section 8.5(b) above, the Indemnified Party may retain separate counsel and participate in the defense of the Third Party Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party (it being agreed that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, will bear the reasonable fees and expenses of such separate counsel incurred prior to the date upon which the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, effectively assumes control of such defense), unless the Indemnified Party shall reasonably determine that there is a material conflict of interest that cannot be waived between or among the Indemnified Party and the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, with respect to such Third Party Claim, in which case the reasonable fees and expenses of such counsel will be borne by the Indemnifying Party. The Indemnifying Party will not be entitled to assume control of the defense of such claim, and will pay the reasonable fees and expenses of legal counsel retained by the Indemnified Party, if (i) the Indemnified Party reasonably believes that an adverse determination of such Third Party Claim could be materially detrimental to or materially injure the Indemnified Party’s (or its Affiliates’) reputation, business or future business prospects, (ii) the Indemnified Party reasonably believes that a conflict of interest exists or could arise which, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such Third Party Claim, other than a conflict which may exist due to the underlying nature of the duty to indemnify, (iii) a court of competent jurisdiction rules that the Indemnifying Party has failed or is failing to prosecute or defend such claim, (iv) the Third Party Claim seeks non-monetary relief or involves criminal or quasi criminal allegations, (v) the Third Party Claim involves a Governmental Authority or a customer or former customer of the Company or (vi) the Third Party Claim involves potential exposure (whether monetary or otherwise, and whether in such Third Party Claim or as a result thereof) arising out of such Third Party Claim to the Indemnified Party in excess of the Indemnifying Party’s expected exposure (whether monetary or otherwise, and whether in such Third Party Claim or as a result thereof) arising out of such Third Party Claim after taking into account all of the claims and causes of action (and underlying facts and circumstances) upon which such Third Party Claim is premised and the indemnification obligations of the Indemnifying Party and limits thereon hereunder. Additionally, subject to the limitations set forth herein the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) may control the defense of any action for which indemnification is sought, provided that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) agrees to comply with the following requirements in connection with the conduct of the defense: (a) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall use all reasonable efforts to promptly provide the Indemnified Parties with copies of all discovery requests or subpoenas as soon as they are available to the Indemnifying Parties; (b) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall provide the Indemnified Parties with copies of all pleadings prior to their filing and the Indemnified Parties shall be given the opportunity to provide comments to any such pleadings; (c) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall choose defense counsel that is reasonably satisfactory to the Indemnified Parties; (d) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) will keep the Indemnified Parties or its agents informed of all material information pertaining to a claim; (e) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall inform the Indemnified Parties of the date of any mediation, arbitration, trial or settlement conference as soon as reasonably practicable after it receives such information; and (f) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall inform the Indemnified Parties of the outcome of any mediation, arbitration, motion, trial or settlement or any other matter from which appeal rights could arise.

Limitations on Indemnifying Party Control. In the event that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties), as applicable, assumes the defense of the Third Party Claim in accordance with Section 8.5(b8.4(b) above, the Indemnified Party may retain separate counsel and participate in the defense of the Third Party Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party (it being agreed that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, will bear the reasonable fees and expenses of such separate counsel incurred prior to the date upon which the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, effectively assumes control of such defense)Party, unless the Indemnified Party shall reasonably determine that there is a material conflict of interest that cannot be waived between or among the Indemnified Party Party, on the one hand, and the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons persons are the Indemnifying Parties), as applicable, on the other hand, with respect to such Third Party Claim, in which case the reasonable fees and expenses of such counsel will be borne by the Indemnifying Party. The Indemnifying Indemnified Party will not be entitled consent to assume control the entry of the defense of such claim, and will pay the reasonable fees and expenses of legal counsel retained by the Indemnified Party, if (i) the Indemnified Party reasonably believes that an adverse determination of any judgment or enter into any settlement with respect to such Third Party Claim could be materially detrimental to or materially injure without the Indemnified Party’s (or its Affiliates’) reputation, business or future business prospects, (ii) the Indemnified Party reasonably believes that a conflict of interest exists or could arise which, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such Third Party Claim, other than a conflict which may exist due to the underlying nature prior written consent of the duty to indemnify, (iii) a court of competent jurisdiction rules that the Indemnifying Party has failed or is failing to prosecute or defend such claim, (iv) the Third Party Claim seeks non-monetary relief or involves criminal or quasi criminal allegations, (v) the Third Party Claim involves a Governmental Authority or a customer or former customer of the Company or (vi) the Third Party Claim involves potential exposure (whether monetary or otherwise, and whether in such Third Party Claim or as a result thereof) arising out of such Third Party Claim to the Indemnified Party in excess of the Indemnifying Party’s expected exposure (whether monetary or otherwise, and whether in such Third Party Claim or as a result thereof) arising out of such Third Party Claim after taking into account all of the claims and causes of action (and underlying facts and circumstances) upon which such Third Party Claim is premised and the indemnification obligations of the Indemnifying Party and limits thereon hereunder. Additionally, subject to the limitations set forth herein the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) may control ), as applicable (which consent shall not be unreasonably withheld or delayed). The Indemnified Party named in such Third Party Claim will use commercially reasonable efforts to cooperate in the defense of any action for which indemnification is soughtthereof and will provide reasonable access to documents, provided that assets, properties, books, and records reasonably requested by the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) agrees ), as applicable, and material to comply with the following requirements in connection with Third Party Claim, and will make available all officers, directors, and employees reasonably requested by the conduct of the defense: (a) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall use all reasonable efforts to promptly provide the Indemnified Parties with copies of all discovery requests or subpoenas Representative, as soon as they are available to the Indemnifying Parties; (b) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall provide the Indemnified Parties with copies of all pleadings prior to their filing applicable, for investigation, depositions, and the Indemnified Parties shall be given the opportunity to provide comments to any such pleadings; (c) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall choose defense counsel that is reasonably satisfactory to the Indemnified Parties; (d) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) will keep the Indemnified Parties or its agents informed of all material information pertaining to a claim; (e) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall inform the Indemnified Parties of the date of any mediation, arbitration, trial or settlement conference as soon as reasonably practicable after it receives such information; and (f) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall inform the Indemnified Parties of the outcome of any mediation, arbitration, motion, trial or settlement or any other matter from which appeal rights could arisetrial.

Limitations on Indemnifying Party Control. In the event that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties), as applicable, assumes the defense of the Third Party Claim in accordance with Section 8.5(b) above, the Indemnified Party may retain separate counsel and participate in the defense of the Third Party Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party expense (it being agreed that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, will bear the reasonable fees and expenses of such separate counsel incurred prior to the date upon which the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, effectively assumes control of such defense), unless the Indemnified Party shall reasonably determine that there is a material conflict of interest that cannot be waived between or among the Indemnified Party and the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, with respect to such Third Party Claim, in which case the reasonable fees and expenses of such counsel will be borne by the Indemnifying Party. The Indemnifying Party will not be entitled to assume control of the defense of such claim, and will pay the reasonable fees and expenses of legal counsel retained by the Indemnified Party, if (i) the Indemnified Party reasonably believes that an adverse determination of such Third Party Claim could be materially detrimental to or materially injure the Indemnified Party’s (or its Affiliates’) reputation, business reputation or future business prospects, (ii) the Indemnified Party reasonably believes that a conflict of interest exists or could arise which, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such Third Party Claim, other than a conflict which may exist due to the underlying nature of the duty to indemnify, ; (iii) a court of competent jurisdiction rules that the Indemnifying Party has failed or is failing to prosecute or defend such claim, ; (iv) the Third Party Claim seeks non-monetary relief or involves criminal or quasi criminal allegations, allegations or (v) the Third Party Claim involves a Governmental Authority or a customer or former customer of the Company or (vi) the Third Party Claim involves potential expected exposure (whether monetary or otherwise, and whether in such Third Party Claim or as a result thereof) arising out of such Third Party Claim to the Indemnified Party in excess of the Indemnifying Party’s expected exposure (whether monetary or otherwise, and whether in such Third Party Claim or as a result thereof) arising out of such Third Party Claim after taking into account all of the claims and causes of action (and underlying facts and circumstances) upon which such Third Party Claim is premised and the indemnification obligations of the Indemnifying Party and limits thereon hereunder. Additionally, subject to hereunder (as determined in good faith at the limitations set forth herein outset of such claim by mutual consultation and negotiation between the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) may control the defense of any action for which indemnification is sought, provided that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) agrees to comply with the following requirements in connection with the conduct of the defense: (a) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall use all reasonable efforts to promptly provide the Indemnified Parties with copies of all discovery requests or subpoenas as soon as they are available to the Indemnifying Parties; (b) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall provide the Indemnified Parties with copies of all pleadings prior to their filing and the Indemnified Parties shall be given the opportunity to provide comments to any such pleadings; (c) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall choose defense counsel that is reasonably satisfactory to the Indemnified Parties; (d) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) will keep the Indemnified Parties or its agents informed of all material information pertaining to a claim; (e) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall inform the Indemnified Parties of the date of any mediation, arbitration, trial or settlement conference as soon as reasonably practicable after it receives such information; and (f) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall inform the Indemnified Parties of the outcome of any mediation, arbitration, motion, trial or settlement or any other matter from which appeal rights could ariseParty).

Limitations on Indemnifying Party Control. In the event that Buyer (if the Buyer Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons Parties are the Indemnifying PartiesParty) or the Seller (if the Seller Parties are the Indemnifying Party), as applicable, assumes the defense of the Third Party Claim in accordance with Section 8.5(b) above, the Seller (on behalf of the Seller Indemnified Party Parties if such Persons are the Indemnified Party) or Buyer (on behalf of the Buyer Indemnified Parties if such Persons are the Indemnified Party) may retain separate counsel and participate in the defense of the Third Party Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party (it being agreed that the Indemnifying Party or the Representative . The Seller (on behalf of each the Seller Indemnifying Party Indemnified Parties if such Persons are the Indemnifying Parties), as applicable, will bear the reasonable fees and expenses of such separate counsel incurred prior to the date upon which the Indemnifying Party Indemnified Party) or the Representative Buyer (on behalf of each Seller Indemnifying Party the Buyer Indemnified Parties if such Persons are the Indemnifying Parties), as applicable, effectively assumes control Indemnified Party) will not consent to the entry of such defense), unless the Indemnified Party shall reasonably determine that there is a material conflict of interest that cannot be waived between any judgment or among the Indemnified Party and the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, enter into any settlement with respect to such Third Party Claim, in which case Claim without the reasonable fees and expenses prior written consent of such counsel will be borne by Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party) or the Seller (if the Seller Parties are the Indemnifying Party), as applicable, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party will not be entitled to assume control of the defense of such claim, and will pay the reasonable fees and expenses of legal counsel retained by the Indemnified Party, if (i) the Indemnified Party reasonably believes that an adverse determination of such Third Party Claim could be materially detrimental to or materially injure the Indemnified Party’s (or its Affiliates’) reputation, business or future business prospects, (ii) the Indemnified Party reasonably believes that a conflict of interest exists or could arise which, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such Third Party Claim, other than a conflict which may exist due to the underlying nature of the duty to indemnify, (iii) a court of competent jurisdiction rules that the Indemnifying Party has failed or is failing to prosecute or defend such claim, (iv) the Third Party Claim seeks non-monetary relief or involves criminal or quasi criminal allegations, (v) the Third Party Claim involves a Governmental Authority or a customer or former customer of the Company or (vi) the Third Party Claim involves potential exposure (whether monetary or otherwise, and whether named in such Third Party Claim will, and will cause its Affiliates to, assist and cooperate in the defense thereof and will provide reasonable access to documents, assets, properties, books, and records reasonably requested by Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party) or the Seller (if the Seller Parties are the Indemnifying Party), as a result thereofapplicable, and will make available all officers, directors, and employees reasonably requested by Xxxxx (if the Buyer Indemnifying Parties are the Indemnifying Party) arising out of such Third Party Claim to or the Indemnified Party Seller (if the Seller Parties are the Indemnifying Party), as applicable, for investigation, depositions, and trial, in excess of each case, at the Indemnifying Party’s expected exposure cost and expense; provided, that no Indemnified Party shall be required to provide cooperation or furnish any records or other information that would (whether monetary x) jeopardize the attorney-client, work product or otherwise, and whether similar privilege of the Person in such Third Party Claim possession or as a result thereof) arising out control of such Third Party Claim after taking into account all records or information or (y) contravene any confidentiality agreement, nondisclosure agreement or similar obligation of the claims and causes Person in possession or control of action (and underlying facts and circumstances) upon which such Third Party Claim is premised and the indemnification obligations of the Indemnifying Party and limits thereon hereunder. Additionally, subject to the limitations set forth herein the Indemnifying Party records or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) may control the defense of any action for which indemnification is sought, provided that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) agrees to comply with the following requirements in connection with the conduct of the defense: (a) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall use all reasonable efforts to promptly provide the Indemnified Parties with copies of all discovery requests or subpoenas as soon as they are available to the Indemnifying Parties; (b) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall provide the Indemnified Parties with copies of all pleadings prior to their filing and the Indemnified Parties shall be given the opportunity to provide comments to any such pleadings; (c) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall choose defense counsel that is reasonably satisfactory to the Indemnified Parties; (d) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) will keep the Indemnified Parties or its agents informed of all material information pertaining to a claim; (e) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall inform the Indemnified Parties of the date of any mediation, arbitration, trial or settlement conference as soon as reasonably practicable after it receives such information; and (f) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall inform the Indemnified Parties of the outcome of any mediation, arbitration, motion, trial or settlement or any other matter from which appeal rights could arise.

Limitations on Indemnifying Party Control. In the event that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties), as applicable, properly assumes the defense of the Third Party Claim in accordance with Section 8.5(b9.9(a)(i), (i) above, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party and use commercially reasonable efforts to defend such Third Party Claim actively and diligently and (ii) the Indemnified Party may retain separate counsel of its own choice and participate in the defense of the Third Party Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party (it being agreed that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, will bear the reasonable fees and expenses of such separate counsel incurred prior to the date upon which the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, effectively assumes control of such defense)its own expense, unless the Indemnified Party shall reasonably determine determines that there is a material conflict of interest that cannot be waived between or among the Indemnified Party and the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, with respect to such Third Party Claim, in which case case, the reasonable fees fees, costs and expenses of such counsel will shall be borne by the Indemnifying Party. The Indemnifying Party will shall not be entitled permit a default or consent to assume control the entry of any judgment with respect to the defense of such claim, and will pay matter or enter into any settlement or compromise with respect to the reasonable fees and expenses of legal counsel retained by the Indemnified Party, matter if (iA) the such default, entry, settlement or compromise involves any finding or admission of any violation of Law or otherwise contains or requires any admission of guilt, fault or Liability of any Indemnified Party reasonably believes that an adverse determination or any of such Third Party Claim could be materially detrimental to or materially injure the Indemnified Party’s (or its Affiliates’) reputation, business or future business prospects, (iiB) the does not cause each Indemnified Party reasonably believes that a conflict of interest exists or could arise which, under applicable principles of legal ethics, could prohibit a single legal counsel to be fully and unconditionally released from representing both the Indemnified Party and the Indemnifying Party in all Liability with respect to such Third Party Claim, other than a conflict which may exist due to or (C) imposes any equitable remedies or non-monetary obligations on the underlying nature Indemnified Party. Any default or entry of any judgement or settlement or compromise that does not comply with this Section 9.9(a)(i) shall not be determinative of the duty amount of Damages with respect to indemnify, any related claims for indemnification pursuant to this Article IX (iii) a court of competent jurisdiction rules that Indemnification). If the Indemnifying Party has failed or is failing to prosecute or defend such claim, (iv) the Third Party Claim seeks non-monetary relief or involves criminal or quasi criminal allegations, (v) the Third Party Claim involves a Governmental Authority or a customer or former customer of the Company or (vi) the Third Party Claim involves potential exposure (whether monetary or otherwise, and whether in such Third Party Claim or as a result thereof) arising out of such Third Party Claim to the Indemnified Party in excess of the Indemnifying Party’s expected exposure (whether monetary or otherwise, and whether in such Third Party Claim or as a result thereof) arising out of such Third Party Claim after taking into account all of the claims and causes of action (and underlying facts and circumstances) upon which such Third Party Claim is premised and the indemnification obligations of the Indemnifying Party and limits thereon hereunder. Additionally, subject to the limitations set forth herein the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) may control assumes the defense of any action Third Party Claim in accordance with this Section 9.9(a)(i), it will be deemed conclusively established for which purposes of this Agreement that all claims asserted or alleged in such proceeding are within the scope of and are subject to the indemnification is soughtprovisions set forth in this Article IX (Indemnification), provided that and the Indemnifying Party or shall not be permitted to contest the Representative applicability of this Article IX (on behalf of each Seller Indemnifying Party if Indemnification) to such persons are the Indemnifying Parties) agrees to comply with the following requirements in connection with the conduct of the defense: (a) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall use all reasonable efforts to promptly provide the Indemnified Parties with copies of all discovery requests or subpoenas as soon as they are available to the Indemnifying Parties; (b) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall provide the Indemnified Parties with copies of all pleadings prior to their filing and the Indemnified Parties shall be given the opportunity to provide comments to any such pleadings; (c) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall choose defense counsel that is reasonably satisfactory to the Indemnified Parties; (d) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) will keep the Indemnified Parties or its agents informed of all material information pertaining to a claim; (e) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall inform the Indemnified Parties of the date of any mediation, arbitration, trial or settlement conference as soon as reasonably practicable after it receives such information; and (f) Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties) shall inform the Indemnified Parties of the outcome of any mediation, arbitration, motion, trial or settlement or any other matter from which appeal rights could ariseclaims.