Common use of Obligation of Indemnifying Party Clause in Contracts

Obligation of Indemnifying Party. (i) GM and the Article 6 Indemnifying Party shall jointly control the defense of, and cooperate with each other with respect to defending, any Third-Party Claim with respect to which the Article 6 Indemnifying Party is obligated under Section 6.4 to provide indemnification. (ii) The Article 6 Indemnifying Party and GM shall exercise their rights to jointly control the defense of any such Third-Party Claim solely for the purpose of defeating such Third-Party Claim and, unless required by applicable law, neither the Article 6 Indemnifying Party nor GM shall make any statements or take any actions that could reasonably result in the shifting of liability for Losses arising out of such Third-Party Claim from the party making such statement or taking such action (or any of its affiliates) to the other party (or any of its affiliates). (iii) Statements made or actions taken by either the Article 6 Indemnifying Party or GM in connection with the defense of any such Third-Party Claim shall not prejudice the rights of such party in any subsequent action or proceeding between the parties. (iv) If either GM or the Article 6 Indemnifying Party fails to jointly defend any such Third-Party Claim, then the other party shall solely defend such Third-Party Claim and the party failing to jointly defend shall use commercially reasonable efforts to cooperate with the other party in its defense of such Third-Party Claim; provided, however, that GM may not compromise or settle any such Third-Party Claim without the prior written consent of the Article 6 Indemnifying Party, which consent shall not be unreasonably withheld or delayed. All costs and expenses of either party in connection with, and during the course of, the joint control of the defense of any such Third-Party Claim shall be paid by the party that incurs such costs and expenses.

Obligation of Indemnifying Party. (i) GM Motorola and the Article 6 Indemnifying Party Propel shall jointly control the defense of, and cooperate with each other with respect to defending, any Third-Party Claim with respect to which the Article 6 an Indemnifying Party is may be obligated under Section 6.4 SECTION 4.4 to provide indemnification, provided that such Indemnifying Party shall forfeit such joint control right with respect to a particular Third-Party Claim if such Indemnifying Party or any Affiliate of such Indemnifying Party makes any public statement or filing, or takes any action (including, but not limited to, the filing of any submission or pleading, or the giving of a deposition or production of documents, in any administrative or court proceeding) in connection with such Third-Party Claim that is inconsistent in a material respect with any representation or warranty made by the Indemnifying Party in this Agreement, the Tax Opinions/Rulings, or the Representation Letters. (ii) The Article 6 Indemnifying Party Propel and GM Motorola shall exercise their rights to jointly control the defense of any such Third-Party Claim solely for the purpose of defeating such Third-Party Claim and, unless required by applicable law, neither the Article 6 Indemnifying Party Propel nor GM Motorola shall make any statements or take any actions that could reasonably result in the shifting of liability for any Losses arising out of such Third-Party Claim from the party making such statement or taking such action (or any of its affiliatesAffiliates) to the other party (or any of its affiliatesAffiliates). (iii) Statements made or actions taken by either the Article 6 Indemnifying Party Propel or GM Motorola in connection with the defense of any such Third-Party Claim shall not prejudice the rights of such party in any subsequent action or proceeding between the parties. (iv) If either GM Motorola or the Article 6 Indemnifying Party Propel fails to jointly defend any such Third-Party Claim, then the other party shall solely defend such Third-Party Claim and the party failing to jointly defend shall use commercially reasonable efforts to cooperate with the other party in its defense of such Third-Party Claim; providedPROVIDED, howeverHOWEVER, that GM neither Motorola nor Propel may not compromise or settle any such Third-Party Claim without the prior written consent of the Article 6 Indemnifying Partyother party, which consent shall not be unreasonably withheld or delayed. All costs and expenses of either party in connection with, and during the course of, the joint control of the defense of any such Third-Party Claim shall be initially paid by the party that incurs such costs and expenses. Such costs and expenses shall be reallocated and reimbursed in accordance with the respective indemnification obligations of the parties at the conclusion of the defense of such Third-Party Claim.

Obligation of Indemnifying Party. (i) GM and the Article 6 Indemnifying Party Xxxxxx shall jointly control the defense of, and cooperate with each other with respect to defending, any Third-Party Claim with respect to which the Article 6 Indemnifying Party Xxxxxx is obligated under Section 6.4 4.4 to provide indemnification, provided that Xxxxxx shall forfeit such joint control right with respect to a particular Third-Party Claim if Xxxxxx or any Xxxxxx Affiliate makes any public statement or filing, or takes any action (including, but not limited to, the filing of any submission or pleading, or the giving of a deposition or production of documents, in any administrative or court proceeding) in connection with such Third-Party Claim that is inconsistent in a material respect with any representation or warranty made by Xxxxxx in the Agreement, the Tax Opinions/Rulings, the Representation Letters or the Xxxxxx Merger Agreement. (ii) The Article 6 Indemnifying Party Xxxxxx and GM shall exercise their rights to jointly control the defense of any such Third-Party Claim solely for the purpose of defeating such Third-Party Claim and, unless required by applicable law, neither the Article 6 Indemnifying Party Xxxxxx nor GM shall make any statements or take any actions that could reasonably result in the shifting of liability for any Losses arising out of such Third-Party Claim from the party making such statement or taking such action (or any of its affiliatesAffiliates) to the other party (or any of its affiliatesAffiliates). (iii) Statements made or actions taken by either the Article 6 Indemnifying Party Xxxxxx or GM in connection with the defense of any such Third-Party Claim shall not prejudice the rights of such party in any subsequent action or proceeding between the parties. (iv) If either GM or the Article 6 Indemnifying Party Xxxxxx fails to jointly defend any such Third-Party Claim, then the other party shall solely defend such Third-Party Claim and the party failing to jointly defend shall use commercially reasonable efforts to cooperate with the other party in its defense of such Third-Party Claim; provided, however, that GM may not compromise or settle -------- ------- any such Third-Party Claim without the prior written consent of the Article 6 Indemnifying PartyXxxxxx, which consent shall not be unreasonably withheld or delayed. All costs and expenses of either party in connection with, and during the course of, the joint control of the defense of any such Third-Party Claim shall be initially paid by the party that incurs such costs and expenses. Such costs and expenses shall be reallocated and reimbursed in accordance with the respective indemnification obligations of the parties at the conclusion of the defense of such Third-Party Claim.