Settlement and Defense of Claims. Except as hereinafter provided, upon receiving notice thereof in accordance with the provisions of Section 5.3 hereof, the Indemnifying Parties shall have the right to settle at its own cost and expense all Claims which are susceptible of being settled or defended, and to defend, through counsel of its own choosing and at its own cost and expense, any third party action which may be brought in connection therewith; provided, that the Indemnifying Parties shall be required to keep the Indemnified Party fully and currently informed of all settlement negotiations and of the progress of any litigation; and provided further that the Indemnified Party shall have the right to fully participate in the defense or settlement of any Claim at its own expense, except for its reasonable attorneys fees which shall be paid by the Indemnifying Parties, if a third legal counsel chosen by the legal counsel of the Sellers and the Indemnified Party determines that: (a) there are or may be legal defenses available to such Indemnified Party that are different from or additional to those available to Indemnifying Parties and which could not be adequately advanced by counsel chosen by the Indemnified Party, or (b) a conflict or potential conflict exists between Indemnifying Parties and such Indemnified Party that would make such separate representation advisable. The Indemnifying Parties shall not, without the prior written consent of the Indemnified Party, which consent shall not unreasonably be withheld, settle or compromise or consent to the entry of any judgment in any pending or the threatened claim, action or proceeding to which such Indemnified Party is a party.
Settlement and Defense of Claims. Except as hereinafter provided, upon receiving notice in accordance with section 5.2, the Selling Shareholders shall have the right to settle at his own cost and expense all Claims which are susceptible of being settled or defended, and to defend, through counsel of his own choosing and at his own cost and expense, any third party action which may be brought in connection therewith; provided, that the Selling Shareholders shall be required to keep Purchaser fully and currently informed as to all settlement negotiations and the progress of any litigation; and provided further that the Purchaser shall have the right to fully participate in the defense and settlement of any Claim at its own expense.
Settlement and Defense of Claims. Except as hereinafter provided, upon receiving notice in accordance with section 5.2, Xxxxxxxxx shall have the right to settle at his own cost and expense all Claims which are susceptible of being settled or defended, and to defend, through counsel of his own choosing and at his own cost and expense, any third party action which may be brought in connection therewith; provided, that Xxxxxxxxx shall be required to keep Purchaser fully and currently informed as to all settlement negotiations and the progress of any litigation; and provided further that the Purchaser shall have the right to fully participate in the defense and settlement of any Claim at its own expense.
Settlement and Defense of Claims. Security Benefit shall defend, at its own expense and in the name of Nationwide when necessary, any action brought against it on any Contract on and after the Closing Date of the Reinsurance Agreement if the cause of such action arose on or after the Closing Date. Nationwide shall defend, at its own expense and in the name of Security Benefit when necessary, any action brought against it on any Contract if the cause of such action arose prior to the Closing Date of the Reinsurance Agreement. Each party may make recommendations to the other concerning negotiation or litigation strategy and settlement plans. Each party agrees that it will consider such recommendations in good faith, but that the other party shall not be bound by such recommendations. Security Benefit or Nationwide, as the case may be, shall have the right, at its own expense, to engage its own separate legal representation and to fully participate in the defense of any litigation in which it is named as a party.
Settlement and Defense of Claims. Except as hereinafter provided, --------------------------------- upon receiving notice thereof in accordance with the provisions of Section 8.3 hereof, the Majority Shareholders and Holdings shall have the right to settle at his own cost and expense all Claims which are susceptible of being settled or defended, and to defend, through counsel of his own choosing and at his own cost and expense, any third party action which may be brought in connection therewith; provided, that the Majority Shareholders and Holdings shall be required to keep the Purchasers fully and currently informed of all settlement negotiations and of the progress of any litigation; and provided further that the Purchasers shall have the right to fully participate in the defense or settlement of any Claim at their own expense.
Settlement and Defense of Claims. Except as hereinafter provided, upon receiving notice thereof in accordance with the provisions of Section 8.3 hereof, the Seller shall have the right to settle at Seller’s own cost and expense all Claims which are susceptible of being settled or defended, and to defend, through counsel of their own choosing and at their own cost and expense, any third party action which may be brought in connection therewith; provided, that the Seller shall be required to keep the Purchaser and the Company fully and currently informed of all settlement negotiations and of the progress of any litigation; and provided further that the Purchaser shall have the right to fully participate in the defense or settlement of any Claim at its own expense.
Settlement and Defense of Claims. If any Claim arises or is made for which Licensee is or may be liable under this Agreement, then Georgia Power shall promptly notify Licensee in writing of such Claim and Georgia Power shall be entitled to control the conduct of the defense of such Claim. Georgia Power shall be entitled to settle such Claim on such terms as it deems appropriate, and Licensee shall promptly reimburse Georgia Power for the amount of all expenses, legal and otherwise, incurred by Georgia Power in connection with the defense and settlement of any such Claim. If no settlement of a Claim is made, then Licensee shall
Settlement and Defense of Claims. The Company may make recommendations to the Reinsurer concerning negotiation or litigation strategy and settlement plans. The Reinsurer agrees that it will consider such recommendations in good faith, but the Reinsurer shall not be bound by such recommendations. The Reinsurer shall defend, at its own expense and in the name of the Company when necessary, any action brought on any Policy from and after the Closing Date. The Company shall have the right, at its own expense, to engage its own separate legal representation and to fully participate in the defense of any litigation in which the Company is named as a party.
Settlement and Defense of Claims. The Seller and/or Shareholder, as appropriate, shall have the right to settle at his own cost and expense all Claims which are susceptible of being settled or defended, and to defend, through counsel of his own choosing and at his own cost and expense, any third party action which may be brought in connection therewith; provided, that the Seller shall be required to keep the Buyer fully and currently informed of all settlement negotiations and of the progress of any litigation; and provided further that the Buyer shall have the right to fully participate in the defense or settlement of any Claim at his own expense.
Settlement and Defense of Claims. If any Claim arises or is made for which Licensee is or may be liable under this Agreement, then Georgia Power shall promptly notify Licensee in writing of such Claim and Georgia Power shall be entitled to control the conduct of the defense of such Claim. Georgia Power shall be entitled to settle such Claim on such terms as it deems appropriate, and Licensee shall promptly reimburse Georgia Power for the amount of all expenses, legal and otherwise, incurred by Georgia Power in connection with the defense and settlement of any such Claim. If no settlement of a Claim is made, then Licensee shall satisfy any judgment rendered with respect to such Claim before Georgia Power is required to do so, and shall pay all expenses, legal or otherwise, incurred by Georgia Power in the defense of such Claim. Licensee shall not have the right to settle any Claim without the prior written approval of Georgia Power. The parties hereto shall treat any settlement of a Claim and the terms thereof as confidential information in accordance with the terms of Section 12 hereof.
