Common use of Third Party Claim Procedures Clause in Contracts

Third Party Claim Procedures. (a) Any Indemnitee seeking indemnification under this Agreement with respect to any claim asserted against the Indemnitee by a third party (a “Third Party Claim”) in respect of any matter that is subject to indemnification under Section 10.1 shall promptly deliver to Grupo VM a written notice (a “Third Party Claim Notice”) setting forth a description in reasonable detail of the nature of the Third Party Claim, a copy of all papers served with respect to such Third Party Claim (if any), the basis for the Indemnitee’s request for indemnification under this Agreement and a reasonable estimate (if calculable) of any Losses suffered with respect to such Third Party Claim; provided, however, that, subject to Section 10.5, the failure to so transmit a Third Party Claim Notice shall not affect Grupo VM’s obligations under this Article 10, except to the extent that Grupo VM is materially prejudiced as a result of such failure. (b) If a Third Party Claim is asserted against an Indemnitee, Grupo VM shall be entitled to participate in the defense thereof and, if it elects within 15 Business Days, to assume and control the defense thereof with counsel selected by it and reasonably satisfactory to the Indemnitee and to settle such Third Party Claim at the discretion of Grupo VM; provided, however, that Grupo VM shall not, except with the written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), enter into any settlement or consent to entry of any judgment that (i) does not include the provision by the Person(s) asserting such claim to all Indemnitees of a full, unconditional and irrevocable release from all liability with respect to such Third Party Claim, (ii) includes an admission of fault, culpability or failure to act by or on behalf of any Indemnitee or (iii) includes injunctive or other nonmonetary relief affecting any Indemnitee. If Grupo VM elects to assume the defense of a Third Party Claim, it shall not be liable to the Indemnitee for legal fees or expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Grupo VM (it being understood that Grupo VM shall control such defense), provided, further, that Grupo VM will pay the costs and expenses of such separate counsel if, based on the reasonable opinion of legal counsel to the Indemnitee reasonably acceptable to Grupo VM, a conflict or potential conflict of interest exists between Grupo VM and the Indemnitee which makes representation of both parties inappropriate under applicable standards of professional conduct; provided, further, that Grupo VM shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnitees in connection with any Third Party Claim. The Indemnitee may retain or take over the control of the defense or settlement of any Third Party Claim, the defense of which Grupo VM has elected to control, if the Indemnitee irrevocably waives its right to indemnity under this Article 10 and fully releases Grupo VM with respect to such Third Party Claim. (c) All of the parties shall cooperate in the defense or prosecution of any Third Party Claim in respect of which indemnification may be sought hereunder and each party (or a duly authorized representative of such party) shall (and shall cause its affiliates to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) Any Indemnitee seeking indemnification under this Agreement with respect to any claim asserted against the Indemnitee Promptly after receipt by a third party Seller Indemnitee or a Purchaser Indemnitee, as the case may be (an "Indemnitee") of notice of the assertion of a “Third Third-Party Claim”) in respect of any matter that is subject Claim against it, such Indemnitee will give prompt notice to indemnification the Party obligated to indemnify such Indemnitee under Section 10.1 shall promptly deliver to Grupo VM a written notice 9.2 or Section 9.3 as the case may be (a “Third Party Claim Notice”each, an "Indemnitor") setting forth a description in reasonable detail of the nature assertion of the Third such Third-Party Claim, a copy of all papers served with respect to such Third Party Claim (if any), the basis for the Indemnitee’s request for indemnification under this Agreement and a reasonable estimate (if calculable) of any Losses suffered with respect to such Third Party Claim; provided, however, that, subject to Section 10.5, that the failure to so transmit a Third Party Claim Notice shall notify the Indemnitor will not affect Grupo VM’s obligations under this Article 10relieve the Indemnitor of any liability that it may have to such Indemnitee, except to the extent that Grupo VM is the Indemnitor demonstrates that the defense of such Third-Party Claim was materially prejudiced as a result of by the Indemnitee's failure to give such failureprompt notice. (b) If an Indemnitee gives notice to an Indemnitor pursuant to Section 9.6(a) of the assertion of a Third Third-Party Claim is asserted against an IndemniteeClaim, Grupo VM shall the Indemnitor will be entitled to participate in the defense thereof of such Third-Party Claim (at its sole cost) and, if it elects within 15 Business Dayssubject to Section 9.6(c), to assume and control of the defense thereof of such Third-Party Claim with counsel selected by it and reasonably satisfactory to the Indemnitee and Indemnitee. After notice from the Indemnitor to settle such Third Party Claim at the discretion of Grupo VM; provided, however, that Grupo VM shall not, except with the written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), enter into any settlement or consent to entry of any judgment that (i) does not include the provision by the Person(s) asserting such claim to all Indemnitees of a full, unconditional and irrevocable release from all liability with respect to such Third Party Claim, (ii) includes an admission of fault, culpability or failure to act by or on behalf of any Indemnitee or (iii) includes injunctive or other nonmonetary relief affecting any Indemnitee. If Grupo VM elects its election to assume the defense of a Third such Third-Party Claim, the Indemnitor will not, so long as it shall not diligently conducts such defense, be liable to the Indemnitee under Section 9.2 or 9.3 (as applicable) for legal any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnitee in connection with the defense thereof; providedof such Third-Party Claim, howeverother than reasonable costs of investigation. If the Indemnitor assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of, and subject to, indemnification as provided herein, and (ii) no compromise or settlement of such Third-Party Claims may be effected by the Indemnitor or will be binding on the Indemnitee shall have without the Indemnitee's prior written consent (not to be unreasonably withheld or delayed), unless (A) there is no finding or admission of any violation of law or of the rights of any Person, (B) an unconditional term thereof is the release from all Liability with respect to such claim to each Indemnitee that is the subject of such Third-Party Claim, except as provided in clause (C), and (C) the sole relief provided is monetary damages that are paid in full by the Indemnitor. If notice is given by an Indemnitee to an Indemnitor of the assertion of any Third-Party Claim and the Indemnitor does not, within ten (10) Business Days after the Indemnitee's notice is given, give notice to the Indemnitee of its election to assume the defense of such Third-Party Claim, the Indemnitee will be entitled, to the Indemnitor's exclusion and at the Indemnitor's cost, to fully assume the defense of such Third-Party Claim, and the Indemnitor will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnitee in respect thereof. (c) Notwithstanding the foregoing provisions of this Section 9.6, the Indemnitee may require that the Indemnitor not assume or maintain control of, or actively participate in (in which case, the Indemnitor will not assume, maintain control of or actively participate in) the defense of, a Third Party Claim against the Indemnitee if (i) the Indemnitor is also a Person against whom the Third-Party Claim is made and the Indemnitee determines in good faith that joint representation of the Indemnitor and Indemnitee would be inappropriate, (ii) the Indemnitee requests, and the Indemnitor fails to provide, reasonable assurance to the Indemnitee of the Indemnitor's financial capacity to defend such Third-Party Claim and to provide indemnification with respect thereto, or (iii) the Indemnitee determines in good faith that there is a reasonable probability that the Third-Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement. In any of these events, the Indemnitee may, by written notice to the Indemnitor, assume the exclusive right to participate defend, compromise or settle such Third-Party Claim, but the Indemnitor will not be bound by any compromise or settlement of such Third-Party Claim for the purposes of this Agreement without its prior written consent to such compromise or settlement. (d) Each of the Seller Parties and Purchaser hereby consents, to the extent that it is an Indemnitor in respect of a Third-Party Claim, to the nonexclusive jurisdiction of any court or arbitration panel in which a Proceeding in respect of such Third-Party Claim is brought against any Indemnitee for purposes of any claim that an Indemnitee may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on any Indemnitor with respect to such a claim anywhere in the defense thereof world. (e) With respect to any Third-Party Claim subject to indemnification under Section 9.2 or Section 9.3, (i) the Indemnitee(s) and to employ counselthe Indemnitor(s), as the case may be, will keep the other(s) fully informed of the status of such Third-Party Claim and any related actions or proceedings at all stages thereof, and (ii) the Parties agree (each at its own expense, separate from ) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the counsel employed by Grupo VM (it being understood that Grupo VM shall control such defense), provided, further, that Grupo VM will pay the costs proper and expenses of such separate counsel if, based on the reasonable opinion of legal counsel to the Indemnitee reasonably acceptable to Grupo VM, a conflict or potential conflict of interest exists between Grupo VM and the Indemnitee which makes representation of both parties inappropriate under applicable standards of professional conduct; provided, further, that Grupo VM shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnitees in connection with any Third Party Claim. The Indemnitee may retain or take over the control of the adequate defense or settlement of any Third Party Claim, the defense of which Grupo VM has elected to control, if the Indemnitee irrevocably waives its right to indemnity under this Article 10 and fully releases Grupo VM with respect to such Third Third-Party Claim. (cf) All With respect to any Third-Party Claim subject to indemnification under Section 9.2 or Section 9.3, the Parties agree to cooperate in such a manner as to preserve to the greatest extent possible the confidentiality of all confidential and proprietary information of the parties shall cooperate Parties and the attorney-client and work-product privileges as between the Parties and their respective legal advisors. In connection therewith, each Party agrees that (i) it will use all reasonable efforts in respect of any Third-Party Claim in which it assumes or participates in the defense to avoid production of confidential and proprietary information (consistent with Applicable Law and rules of procedure), and (ii) all communications between each Party and counsel responsible for or prosecution participating in the defense of any Third Third-Party Claim will, to the greatest extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (g) With respect to any Third-Party Claim subject to indemnification under Section 9.2(c), reasonable expenses (including attorneys' fees) incurred by the Indemnitee 61 in respect connection therewith shall be paid by the Indemnitor as they are incurred in advance of which indemnification may be sought hereunder and each party (or a duly authorized representative the final disposition of such party) shall (and shall cause its affiliates to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewithThird-Party Claim.

Third Party Claim Procedures. (a) Any Indemnitee seeking indemnification under this Agreement with respect to any claim asserted against the Indemnitee Promptly after receipt by a third party Seller Indemnitee or a Buyer Indemnitee, as the case may be (an “Indemnitee”), of notice of the assertion of a Third-Party Claim against it, such Indemnitee shall give prompt notice to the Party obligated to indemnify such Indemnitee under Section 7.2 or 7.3, as the case may be (each, an “Third Party ClaimIndemnitor”) in respect of any matter that is subject to indemnification under Section 10.1 shall promptly deliver to Grupo VM a written notice (a “Third Party Claim Notice”) setting forth a description in reasonable detail of the nature assertion of the Third such Third-Party Claim, a copy of all papers served with respect to such Third Party Claim (if any), the basis for the Indemnitee’s request for indemnification under this Agreement and a reasonable estimate (if calculable) of any Losses suffered with respect to such Third Party Claim; provided, however, that, subject to Section 10.5, provided that the failure to so transmit a Third Party Claim Notice notify the Indemnitor shall not affect Grupo VM’s obligations under this Article 10relieve the Indemnitor of any Liability that it may have to such Indemnitee, except to the extent that Grupo VM is materially prejudiced as a result the defense of such failureThird-Party Claim was prejudiced by the Indemnitee’s failure to give such prompt notice. (b) If an Indemnitee gives notice to an Indemnitor pursuant to Section 7.5(a) of the assertion of a Third Third-Party Claim is asserted against an IndemniteeClaim, Grupo VM the Indemnitor shall be entitled to participate in the defense thereof of such Third-Party Claim (at its sole cost) and, if it elects within 15 Business Dayssubject to Section 7.5(c), to assume and control of the defense thereof of such Third-Party Claim with counsel selected by it and reasonably satisfactory to the Indemnitee and Indemnitee. After notice from the Indemnitor to settle such Third Party Claim at the discretion of Grupo VM; provided, however, that Grupo VM shall not, except with the written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), enter into any settlement or consent to entry of any judgment that (i) does not include the provision by the Person(s) asserting such claim to all Indemnitees of a full, unconditional and irrevocable release from all liability with respect to such Third Party Claim, (ii) includes an admission of fault, culpability or failure to act by or on behalf of any Indemnitee or (iii) includes injunctive or other nonmonetary relief affecting any Indemnitee. If Grupo VM elects its election to assume the defense of a Third such Third-Party Claim, the Indemnitor shall not, so long as it shall not diligently conducts such defense, be liable to the Indemnitee under Section 7.2 or 7.3 (as applicable) for legal any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnitee in connection with the defense thereof; providedof such Third-Party Claim, howeverother than reasonable costs of investigation. If the Indemnitor assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claims may be effected by the Indemnitor or shall be binding on the Indemnitee without the Indemnitee’s prior written consent (not to be unreasonably withheld), unless (A) there is no finding or admission of any violation of Applicable Law or of the rights of any Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor. If notice is given by an Indemnitee to an Indemnitor of the assertion of any Third-Party Claim and the Indemnitor does not, within ten (10) Business Days after the Indemnitee’s notice is given, give notice to the Indemnitee of its election to assume the defense of such Third-Party Claim, the Indemnitee shall have be entitled, to the Indemnitor’s exclusion and at the Indemnitor’s cost, to fully assume the defense of such Third Party Claim, and the Indemnitor shall be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnitee in respect thereof, subject, in the case of any such compromise or settlement, to the Indemnitor’s consent thereto, which shall not be unreasonably withheld. (c) Notwithstanding the foregoing provisions of this Section 7.5, the Indemnitee may require that the Indemnitor not assume or maintain control of, or actively participate in (in which case, the Indemnitor shall not assume, maintain control of or actively participate in) the defense of, a Third Party Claim against the Indemnitee if (i) the Indemnitor is also a Person against whom the Third-Party Claim is made and the Indemnitee determines in good faith that joint representation of the Indemnitor and Indemnitee would give rise to an actual or threatened conflict of interests, (ii) the Indemnitee requests, and the Indemnitor fails to provide, reasonable assurance to the Indemnitee of the Indemnitor’s financial capacity to defend such Third-Party Claim and to provide indemnification with respect thereto, or (iii) the Indemnitee determines in good faith that there is a reasonable probability that the Third-Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement. In any of these events, the Indemnitee may, by written notice to the Indemnitor, assume the exclusive right to participate in defend, compromise or settle such Third-Party Claim, but the defense thereof Indemnitor shall not be bound by any compromise or settlement of such Third-Party Claim for the purposes of this Agreement without its prior written consent (not to be unreasonably withheld) to such compromise or settlement. (d) With respect to any Third-Party Claim subject to indemnification under Section 7.2 or 7.3, (i) the Indemnitee(s) and to employ counselthe Indemnitor(s), as the case may be, shall keep the other(s) fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof, and (ii) Seller and Buyer agree (each at its own expense, separate from ) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the counsel employed by Grupo VM (it being understood that Grupo VM shall control such defense), provided, further, that Grupo VM will pay the costs proper and expenses of such separate counsel if, based on the reasonable opinion of legal counsel to the Indemnitee reasonably acceptable to Grupo VM, a conflict or potential conflict of interest exists between Grupo VM and the Indemnitee which makes representation of both parties inappropriate under applicable standards of professional conduct; provided, further, that Grupo VM shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnitees in connection with any Third Party Claim. The Indemnitee may retain or take over the control of the adequate defense or settlement of any Third Party Claim, the defense of which Grupo VM has elected to control, if the Indemnitee irrevocably waives its right to indemnity under this Article 10 and fully releases Grupo VM with respect to such Third Third-Party Claim. (ce) All With respect to any Third-Party Claim subject to indemnification under Section 7.2 or 7.3, Seller, the Seller Members and Buyer agree to cooperate in such a manner as to preserve to the greatest extent possible the confidentiality of all confidential and proprietary information of Seller, the parties Seller Members and Buyer and the attorney-client and work-product privileges as between Seller, the Seller Members and Buyer and their respective legal advisors. In connection therewith, each of Seller, the Seller Members and Buyer agrees that (i) such Party shall cooperate use reasonable efforts in respect of any Third-Party Claim in which it assumes or participates in the defense to avoid production of confidential and proprietary information (consistent with Applicable Law and rules of procedure), and (ii) all communications between each such Party and counsel responsible for or prosecution participating in the defense of any Third Third-Party Claim in respect of which indemnification may shall, to the greatest extent possible, be sought hereunder and each party (made so as to preserve any applicable attorney-client or a duly authorized representative of such party) shall (and shall cause its affiliates to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewithwork-product privilege.

Third Party Claim Procedures. (a) Any Indemnitee seeking indemnification under this Agreement with respect to any claim asserted against the Indemnitee Promptly after receipt by a third party Seller Indemnitee or a Purchaser Indemnitee, as the case may be (an "Indemnitee") of notice of the assertion of a “Third Third-Party Claim”Claim against it, such Indemnitee shall give prompt notice to the Person(s) in respect of any matter that is subject obligated to indemnification indemnify such Indemnitee under Section 10.1 shall promptly deliver to Grupo VM a written notice 15 or 17, as the case may be (a “Third Party Claim Notice”each, an "Indemnitor") setting forth a description in reasonable detail of the nature assertion of the Third such Third-Party Claim, a copy of all papers served with respect to such Third Party Claim (if any), the basis for the Indemnitee’s request for indemnification under this Agreement and a reasonable estimate (if calculable) of any Losses suffered with respect to such Third Party Claim; provided, however, that, subject to Section 10.5, provided that the failure to so transmit a Third Party Claim Notice shall notify the Indemnitor will not affect Grupo VM’s obligations under this Article 10relieve the Indemnitor of any liability that it may have to such Indemnitee, except to the extent that Grupo VM is materially prejudiced as a result the Indemnitor demonstrates that the defense of such failureThird-Party Claim was prejudiced by the Indemnitee's failure to give such prompt notice. (b) If an Indemnitee gives notice to an Indemnitor pursuant to paragraph (a) of the assertion of a Third Third-Party Claim is asserted against an IndemniteeClaim, Grupo VM the Indemnitor shall be entitled to participate in the defense thereof of such Third-Party Claim (at its sole cost) and, if it elects within 15 Business Dayssubject to paragraph (c) below, to assume and control of the defense thereof of such Third-Party Claim with counsel selected by it and reasonably satisfactory to the Indemnitee and Indemnitee. After notice from the Indemnitor to settle such Third Party Claim at the discretion of Grupo VM; provided, however, that Grupo VM shall not, except with the written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), enter into any settlement or consent to entry of any judgment that (i) does not include the provision by the Person(s) asserting such claim to all Indemnitees of a full, unconditional and irrevocable release from all liability with respect to such Third Party Claim, (ii) includes an admission of fault, culpability or failure to act by or on behalf of any Indemnitee or (iii) includes injunctive or other nonmonetary relief affecting any Indemnitee. If Grupo VM elects its election to assume the defense of a Third such Third-Party Claim, the Indemnitor shall not, so long as it shall not diligently conducts such defense, be liable to the Indemnitee under Section 15 or 17 (as applicable) for legal any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnitee in connection with the defense thereof; providedof such Third-Party Claim, howeverother than reasonable costs of investigation. If the Indemnitor assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of, and subject to, indemnification as provided herein, and (ii) no compromise or settlement of such Third-Party Claims may be effected by the Indemnitor or shall be binding on the Indemnitee without the Indemnitee's consent (not to be unreasonably withheld), unless (A) there is no finding or admission of any violation of law or of the rights of any Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor. If notice is given to an Indemnitor of the assertion of any Third-Party Claim and the Indemnitor does not, within ten (10) Business Days after the Indemnitee's notice is given, give notice to the Indemnitee of its election to assume the defense of such Third-Party Claim, the Indemnitee will be entitled, to the Indemnitor's exclusion and at the Indemnitor's cost, to fully assume the defense of such Third-Party Claim, and the Indemnitor will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnitee in respect thereof. (c) Notwithstanding the foregoing, the Indemnitee may require that the Indemnitor not assume or maintain control of, or actively participate in (in which case, the Indemnitor shall have not assume, maintain control of or actively participate in) the defense, of a Third Party Claim against the Indemnitee if (i) the Indemnitor is also a Person against whom the Third-Party Claim is made and the Indemnitee determines in good faith that joint representation of the Indemnitor and Indemnitee would be inappropriate, (ii) the Indemnitee requests, and the Indemnitor fails to provide, reasonable assurance to the Indemnitee of the Indemnitor's financial capacity to defend such Third-Party Claim and to provide indemnification with respect thereto, or (iii) the Indemnitee determines in good faith that there is a reasonable probability that the Third-Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement. In any of these events, the Indemnitee may, by written notice to the Indemnitor, assume the exclusive right to participate defend, compromise or settle such Third-Party Claim, but the Indemnitor will not be bound by any compromise or settlement of such Third-Party Claim for the purposes of this Agreement without its consent (not to be unreasonably withheld) to such compromise or settlement. (d) Sellers and Purchaser hereby consent to the nonexclusive jurisdiction of any court in which an action or proceeding in respect of a Third-Party Claim is brought against any Indemnitee for purposes of any claim that an Indemnitee may have under this Agreement with respect to such action or proceeding or the matters alleged therein, and agree that process may be served on any Indemnitor with respect to such a claim anywhere in the defense thereof world. (e) With respect to any Third-Party Claim subject to indemnification under Section 15 or 17, (i) the Indemnitee(s) and to employ counselthe Indemnitor(s), as the case may be, shall keep the other(s) fully informed of the status of such Third-Party Claim and any related actions or proceedings at all stages thereof, and (ii) the parties agree (each at its own expense, separate from ) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the counsel employed by Grupo VM (it being understood that Grupo VM shall control such defense), provided, further, that Grupo VM will pay the costs proper and expenses of such separate counsel if, based on the reasonable opinion of legal counsel to the Indemnitee reasonably acceptable to Grupo VM, a conflict or potential conflict of interest exists between Grupo VM and the Indemnitee which makes representation of both parties inappropriate under applicable standards of professional conduct; provided, further, that Grupo VM shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnitees in connection with any Third Party Claim. The Indemnitee may retain or take over the control of the adequate defense or settlement of any Third Party Claim, the defense of which Grupo VM has elected to control, if the Indemnitee irrevocably waives its right to indemnity under this Article 10 and fully releases Grupo VM with respect to such Third Third-Party Claim. (cf) All With respect to any Third-Party Claim subject to indemnification under Section 15 or 17, the parties agree to cooperate in such a manner as to preserve to the greatest extent possible the confidentiality of all confidential and proprietary information of the parties shall cooperate and the attorney-client and work-product privileges as between the parties and their respective legal advisors. In connection therewith, each Party agrees that: (i) it will use all reasonable efforts in respect of any Third-Party Claim in which it assumes or participates in the defense to avoid production of confidential and proprietary information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or prosecution participating in the defense of any Third Third-Party Claim in respect of which indemnification may shall, to the greatest extent possible, be sought hereunder and each party (made so as to preserve any applicable attorney-client or a duly authorized representative of such party) shall (and shall cause its affiliates to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewithwork-product privilege.