Management of Claims. Indemnitee shall be solely responsible for, and shall have sole discretion with respect to, the Management of all Claims. Indemnitor shall have the right to meet with Indemnitee’s remediation management team, including outside litigation or environmental counsel if necessary, once each Fiscal Quarter to discuss the Quarterly Reports; provided, that (a) Indemnitee shall have no obligation to implement or adopt Indemnitor’s requests during such meeting or otherwise consult, seek the consent of, cooperate with or otherwise inform (except pursuant to this sentence, Section 2.2 and Section 3.3(a)) Indemnitor or any of its Affiliates or their respective Representatives regarding the investigation, defense, compromise, settlement or resolution of any Claim, regardless of the party against whom any such Claim may be asserted, (b) the content of such meetings shall be limited to the information contained in the Quarterly Reports, and (c) Indemnitor shall pay all fees and expenses of any outside counsel or consultant relating to such quarterly meetings. All Claims brought against any Indemnified Party subject to indemnification or reimbursement hereunder shall be referred to Indemnitee for Management promptly and, in any event, within fifteen (15) days of notice thereof. Notwithstanding the above, in no event shall Indemnitee or Indemnitee’s counsel be under any obligation to share privileged information with Indemnitor or Indemnitor’s Representatives. Indemnitor shall reasonably cooperate with Indemnitee in connection with the defense of any Claim, including by retaining and providing to Indemnitee records and information that are reasonably relevant to such Claim and making available employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.
Management of Claims. The Claim Manager shall be solely responsible for, and shall have sole discretion with respect to, the Management of all Claims. Payor shall have the right to meet with the Claim Manager’s outside litigation or environmental counsel once each Fiscal Quarter to discuss the US Bendix Reports, the 4Q Reports or the True-Up Reports; provided, that (a) the Claim Manager shall have no obligation to implement or adopt Payor’s requests during such meeting or otherwise consult, seek the consent of, cooperate with or otherwise inform (except pursuant to this sentence, Section 2.2 and Section 3.3(a)) Payor or any of its Affiliates or their respective Representatives regarding the investigation, defense, compromise, settlement or resolution of any Claim, regardless of the party against whom any such Claim may be asserted, (b) the content of such meetings shall be limited to the information contained in the US Bendix Reports, 4Q Reports or True-Up Reports, and (c) Payor shall pay all fees and expenses relating to such quarterly meetings. All Claims brought against any Payor Party subject to payment hereunder shall be referred to the Claim Manager for Management promptly and, in any event, within fifteen (15) days of notice thereof. Notwithstanding the above, in no event shall the Claim Manager or the Claim Manager’s counsel be under any obligation to share privileged information with Payor or Payor’s Representatives.
Management of Claims. Except as otherwise inconsistent with the provisions of any applicable Insurance Policy, the defense of claims, suits or actions giving rise to potential or actual Insured Roxio Liabilities will be managed (in conjunction with Adaptec's insurers, as appropriate) by the party that would have had responsibility for managing such claims, suits or actions had such Insured Roxio Liabilities been Roxio Liabilities.
Management of Claims. The defense of claims, suits or actions giving rise to potential or actual Insured Southern Energy Liabilities will be managed (in conjunction with Southern's insurers, as appropriate) by the party that would have had responsibility for managing such claims, suits or actions had such Insured Southern Energy Liabilities been Southern Energy Liabilities.
Management of Claims. 19.5.1 If an Agency wishes to enforce an indemnity under this clause 19, it must:
(a) give written notice to the Service Provider as soon as practicable;
(b) in the case of a claim by a third party, permit the Service Provider, at the Service Provider's expense, to handle all negotiations for settlement and, as permitted by Law, to control and direct any settlement negotiation or litigation that may follow; and
(c) provide all reasonable assistance to the Service Provider in the handling of any such negotiations and litigation.
19.5.2 If the Service Provider is to handle negotiations or conduct litigation on behalf of the Agency, the Service Provider must:
(a) comply with applicable government policy and obligations relevant to the conduct of the litigation and any settlement negotiations as if the Service Provider was the Agency (including the Legal Services Directions and any direction issued by the Attorney–General);
(b) keep the Agency informed of any significant developments relating to the conduct of the defence or settlement of any claim;
(c) give the Agency all information and documents reasonably requested by the Agency, to enable the Agency to determine whether the defence or settlement by the Service Provider of any claim is being conducted in accordance with applicable government policy and obligations (including any requirements relating to legal professional privilege and confidentiality); and
(d) comply with any reasonable conditions imposed by the Agency.
Management of Claims. The defense of claims, suits or actions giving rise to potential or actual Insured Palm Liabilities will be managed (in conjunction with 3Com's insurers, as appropriate) by the party that would have had responsibility for managing such claims, suits or actions had such Insured Palm Liabilities been Palm Liabilities.
Management of Claims. Except as otherwise inconsistent with the provisions of any applicable Insurance Policy, the defense of claims, suits or actions giving rise to potential or actual Insured Vialta Liabilities will be managed (in conjunction with ESS's insurers, as appropriate) by the representative of Vialta that would have had responsibility for managing such claims, suits or actions had such Insured Vialta Liabilities been Vialta Liabilities.
Management of Claims. Except as otherwise inconsistent with the provisions of any applicable Insurance Policy, the defense of claims, suits or actions giving rise to potential or actual Insured ESS Liabilities will be managed (in conjunction with Vialta's insurers, as appropriate) by the representative of ESS that would have had responsibility for managing such claims, suits or actions had such Insured ESS Liabilities been ESS Liabilities.
Management of Claims. The defense of claims, suits or actions giving rise to potential or actual Insured Semiconductor Liabilities will be managed (in conjunction with C-Cube's insurers, as appropriate) by the party that would have had responsibility for managing such claims, suits or actions had such Insured Semiconductor Liabilities been Semiconductor Liabilities.
Management of Claims. The defense of claims, suits or actions giving rise to potential or actual Insured Luminent Liabilities will be managed (in conjunction with MRV's insurers, as appropriate) by the party that would have had responsibility for managing such claims, suits or actions had such Insured Luminent Liabilities been Luminent Liabilities.
