Litigation Against Us. If a demand is asserted or litigation or administrative proceedings are commenced by a Participant or health care provider against us, or against the Plan and us jointly, to recover Plan benefits, related to our duties under this Agreement (“Plan Benefits Litigation”), we will select and retain defense counsel to represent our interest. In actions asserted against both you and us, and provided no conflict of interest arises between the parties, we will agree to joint defense counsel. All legal fees and costs we incur in defense of the litigation will be paid by you up to the sum of twenty-five thousand dollars ($25,000) per any calendar year, regardless of the number of claims we may have defended during that year. The failure to provide notice of Plan Benefits Litigation does not relieve you of your obligation to pay our legal fees and costs as set forth within. Both parties will cooperate fully with each other in the defense of the Plan Benefits Litigation. We will have discretion to resolve Plan Benefits Litigation to the extent that Section 12.2 grants such discretion, provided discretion is exercised in a reasonable manner and for a reasonable amount under the circumstances. In all events, you are responsible for the full amount of any Plan benefits paid as a result of such litigation.
Litigation Against Us. If a demand is asserted or litigation or administrative proceedings are commenced by a Participant against us, or against the HRA Plan and us jointly, to recover HRA Plan benefits, related to Our duties under this Agreement (“HRA Plan Benefits Litigation”), We will select and retain defense counsel to represent Our interest. In actions asserted against both You and us, and provided no conflict of interest arises between the parties, We will agree to joint defense counsel. All legal fees and costs We incur in defense of the litigation will be paid by You, except as provided in Section 4.2. The failure to seek payment of Our legal fees and costs does not relieve You of Your obligation to indemnify us for other amounts as provided in Section
