Common use of Shared Defense Clause in Contracts

Shared Defense. Each party may elect to share the defense of a Third Party Claim the defense of which has been assumed or retained by the other party pursuant to Section 7.04(b)(i) or (ii). In that event, the Indemnified Party will so notify the other party in writing. Thereafter, the Company and LM shall participate on an equal basis in the defense, management and control of any such claim. LM and the Company shall select mutually satisfactory counsel, contractors and consultants to conduct the defense or settlement thereof, and shall at all times diligently and promptly pursue the resolution thereof. LM and the Company shall each be responsible for one-half of all Damages or Product Damages, as the case may be, incurred after the Indemnified Party has provided notice as specified herein, including costs of defense and investigation, with respect to such claim, provided, that (A) the Company's Actual Net Expenditures and Economic Harm with respect to any Matter governed by Section 7.03 shall in no event exceed $15,000,000, (B) the Company's liability pursuant to Section 7.06(a) shall in no event exceed the amount set forth therein and (C) the election by the Company to share in the defense of a Third Party Claim as to which indemnity is available pursuant to Section 7.06(a) shall not increase LM's liability under such Section 7.06(a). Notwithstanding the foregoing, the Company shall manage all Remedial Actions conducted with respect to facilities which constitute Transferred Assets, provided, that LM and its Representatives shall have the right, consistent with the Company's right to manage such Remedial Actions as aforesaid, to participate fully in all decisions regarding any Remedial Action, including reasonable access to sites where any Remedial Action is being conducted, reasonable access to all documents, data, reports or information regarding the Remedial Action, reasonable access to employees and consultants of the Businesses with knowledge of relevant facts about the Remedial Action and the right to attend all meetings with any government agency or third party regarding the Remedial Action.

Shared Defense. Each party may elect to share the defense of a Third Party Claim the defense of which has been assumed or retained by the other party pursuant to Section 7.04(b)(i9.04(b)(i) or (ii9.04(b)(ii). In that event, the Indemnified Party will so notify the other party in writing. Thereafter, the Company GE and LM shall participate on an equal basis in the defense, management and control of any such claim. LM and the Company GE shall select mutually satisfactory counsel, contractors and consultants to conduct the defense or settlement thereof, and shall at all times diligently and promptly pursue the resolution thereof. LM and the Company GE shall each be responsible for one-half of all Damages or Product Damages, as the case may be, incurred after the Indemnified Party has provided notice as specified herein, including costs of defense and investigation, with respect to such claim, provided, that (A) the CompanyGE's Actual Net Expenditures and Economic Harm with respect to any Matter governed by this Section 7.03 9.04 shall in no event exceed $15,000,000, (B) the CompanyGE's liability pursuant to Section 7.06(a9.06(a) shall in no event exceed the amount set forth therein and (C) the election by the Company GE to share in the defense of a Third Party Claim as to which indemnity is available pursuant to Section 7.06(a9.06(a) shall not increase LM's liability under such Section 7.06(a9.06(a). Notwithstanding the foregoing, the Company GE shall manage all Remedial Actions conducted with respect to facilities which constitute Transferred Assets, ; provided, that LM and its Representatives shall have the right, consistent with the CompanyGE's right to manage such Remedial Actions as aforesaid, to participate fully in all decisions regarding any Remedial Action, including reasonable access to sites where any Remedial Action is being conducted, reasonable access to all documents, data, reports or information regarding the Remedial Action, reasonable access to employees and consultants of the Businesses GE with knowledge of relevant facts about the Remedial Action and the right to attend all meetings with any government agency or third party regarding the Remedial Action.