Common use of Respective Rights on Indemnifying Party’s Assumption of Control Clause in Contracts

Respective Rights on Indemnifying Party’s Assumption of Control. If the Indemnifying Party elects to assume control of any such Third Party Claim as contemplated by Section 6.13(1), the Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in the defence of such Third Party Claim. Such reasonable cooperation shall include (a) allowing the Indemnifying Party and its Representatives to investigate the fact, matter, event or circumstance alleged to give rise to the Third Party Claim and using commercially reasonable efforts to make available to the Indemnifying Party, its then current officers, directors and employees to act as witnesses (including interviews, the preparation and submission of witness statements and the giving of evidence at any related hearing); (b) promptly furnishing all material and information relating to the Third Party Claim; (c) preserving all material evidence relating to the Third Party Claim; and (d) providing reasonable access to any Representatives of the Parties as reasonably needed; provided that, in each case, such reasonable cooperation shall not unduly interfere with the operation of the Indemnified Party’s business. The Indemnifying Party shall not consent to the settlement or discharge of such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless (i) the relief consists solely of money Damages to be paid by the Indemnifying Party and does not include an injunction or other equitable relief against the Indemnified Party, (ii) the settlement or discharge does not involve any finding or admission of any violation of Applicable Law or admission of any wrongdoing of the Indemnified Party, (iii) such Third Party Claim was not initiated by a Governmental Authority (other than a Third Party Claim for Taxes) and does not involve any criminal or quasi-criminal Proceeding, and (iv) the settlement and discharge would not reasonably be expected to materially and negatively impact or affect the reputation of any Indemnified Party. Notwithstanding the Indemnifying Party’s election to assume the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to monitor the defence of such Third Party Claim, and the Indemnified Party shall bear the fees, costs and expenses of such separate counsel.

Respective Rights on Indemnifying Party’s Assumption of Control. If the Indemnifying Party elects to assume control of any such Third Party Claim as contemplated by Section 6.13(16.8(a), the Indemnified Party shall reasonably cooperate fully with the Indemnifying Party and its counsel in the defence of such Third Party Claim. Such reasonable cooperation shall include (a) allowing the Indemnifying Party and its Representatives to investigate the fact, matter, event or circumstance alleged to give rise to the Third Party Claim and using commercially reasonable efforts to make available to the Indemnifying Party, Party its then current officers, directors and employees to act as witnesses (including interviews, the preparation and submission of witness statements and the giving of evidence at any related hearing), provided, for certainty, that the Indemnifying Party shall reimburse the Indemnified Party for all related out-of-pocket expenses; (b) reasonably promptly furnishing all material and information in its possession relating to, and reasonably required by the Indemnifying Party to defend, the Third Party Claim; (c) preserving all material evidence relating to the Third Party Claim; and (d) providing reasonable access to any Representatives of the Parties parties as reasonably needed; provided that, in each case, such reasonable cooperation shall not unduly interfere with the operation of the Indemnified Party’s 's business. The Indemnifying Party shall keep the Indemnified Party informed on a regular basis as to the status of the Third Party Claim and any related proceedings. The Indemnifying Party shall not consent to the settlement or discharge of such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless (i) the relief consists solely of money Damages to be paid by the Indemnifying Party and does not include an injunction or other equitable relief against the Indemnified Party, (ii) the settlement or discharge does not involve any finding or admission of any violation of Applicable Law or admission of any wrongdoing of the Indemnified Party, (iii) such Third Party Claim was not initiated by a Governmental Authority (other than a Third Party Claim for Taxes) and does not involve any criminal or quasi-criminal Proceeding, and (iv) the settlement and discharge would not reasonably be expected to materially and negatively impact or affect the reputation of any Indemnified Party. Notwithstanding the Indemnifying Party’s 's election to assume the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to monitor the defence of such Third Party Claim, and the Indemnified Party shall bear the fees, costs and expenses of such separate counsel.

Respective Rights on Indemnifying Party’s Assumption of Control. If the Indemnifying Party elects to assume control of any such Third Party Claim as contemplated by Section 6.13(1), 7.8(1) the Indemnified Party shall reasonably cooperate fully with the Indemnifying Party and its counsel in the defence of such Third Party Claim. Such reasonable cooperation shall include (a) allowing the Indemnifying Party and its Representatives representatives to investigate the fact, matter, event or circumstance alleged to give rise to the Third Party Claim and using commercially reasonable efforts to make available to the Indemnifying Party, its then current officers, directors and employees to act as witnesses (including interviews, the preparation and submission of witness statements and the giving of evidence at any related hearing); (b) promptly furnishing all material and information relating to the Third Party Claim; (c) preserving all material evidence relating to the Third Party Claim; and (d) providing reasonable access to any Representatives representatives of the Parties as reasonably needed; provided that, in each case, such reasonable cooperation shall not unduly interfere with the operation of the Indemnified Party’s business. The Indemnifying Party shall not consent to the settlement or discharge of such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless (i) the relief consists solely of money Damages to be paid by the Indemnifying Party and does not include an injunction or other equitable relief against the Indemnified Party, (ii) unless the settlement or discharge does not involve any finding or admission of any violation of Applicable Law or admission of any wrongdoing of the Indemnified Party, (iii) such Third Party Claim was not initiated by a Governmental Authority (other than a Third Party Claim for Taxes) and does not involve any criminal or quasi-criminal Proceeding, and (iv) the settlement and discharge would not reasonably be expected to materially and negatively impact or affect the reputation of any Indemnified Party. Notwithstanding the Indemnifying Party’s election to assume the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to monitor the defence of such Third Party Claim, and the Indemnified Party shall bear the reasonable fees, costs and expenses of such separate counsel, which fees and expenses shall not be included in the calculation of Damages for purposes of determining whether the Indemnity Cap has been exceeded.

Respective Rights on Indemnifying Party’s Assumption of Control. If the Indemnifying Party elects to assume control as contemplated in Section 6.9(1), the Indemnifying Party shall reimburse the Indemnified Party for all of any the Indemnified Party’s out-of-pocket expenses incurred as a result of such assumption. The Indemnified Party shall continue to have the right to participate in the negotiation, settlement or defense of such Third Party Claim as contemplated and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by Section 6.13(1), the Indemnified Party unless the Indemnifying Party consents in writing to the retention of such counsel at its expense or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses), in which case the fees and disbursements of such counsel shall reasonably cooperate be paid by the Indemnifying Party. The Indemnified Party shall co-operate with the Indemnifying Party and its counsel in the defence of such Third Party Claim. Such reasonable cooperation shall include (a) allowing so as to permit the Indemnifying Party to conduct such negotiation, settlement and its Representatives to investigate the fact, matter, event or circumstance alleged to give rise to the Third Party Claim defense and using commercially reasonable efforts to make available to the Indemnifying Party, its then current officers, directors and employees to act as witnesses (including interviews, the preparation and submission of witness statements and the giving of evidence at any related hearing); (b) promptly furnishing for this purpose shall preserve all material and information relating relevant documents in relation to the Third Party Claim; (c) preserving , allow the Indemnifying Party access on reasonable notice to inspect and take copies of all material such documents and require its personnel to provide such statements as the Indemnifying Party may reasonably require and to attend and give evidence relating to at any trial or hearing in respect of the Third Party Claim; and (d) providing reasonable access to any Representatives of the Parties as reasonably needed; provided that, in each case, such reasonable cooperation shall not unduly interfere with the operation of the Indemnified Party’s business. The Indemnifying Party shall not consent to the settlement or discharge of such Third Party Claim not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless Claim if the terms of such settlement would result in: (i) the relief consists solely imposition of money Damages to be paid by the Indemnifying Party and does not include an a consent Order, injunction or other equitable relief against decree that would restrict the future activity or conduct of the Indemnified Party, Party or any Group Company or (ii) the settlement or discharge does not involve any a finding or admission of any a violation of Applicable Law by the Indemnified Party or admission any Group Company that would have an adverse effect on the Indemnified Party or any Group Company. The Indemnifying Party may not enter into a settlement of any wrongdoing Third Party Claim without the written consent of the Indemnified Party, (iii) Party unless such settlement provides the Indemnified Party with a full release from such Third Party Claim was not initiated by a Governmental Authority (other and requires no more than a Third Party Claim monetary payment for Taxes) and does not involve any criminal or quasi-criminal Proceeding, and (iv) the settlement and discharge would not reasonably be expected to materially and negatively impact or affect the reputation of any Indemnified Party. Notwithstanding the Indemnifying Party’s election to assume the defense of such Third Party Claim, which the Indemnified Party shall have the right to employ separate counsel and to monitor the defence of such Third Party Claim, and the Indemnified Party shall bear the fees, costs and expenses of such separate counselis fully indemnified.