Common use of Certain Claims Clause in Contracts

Certain Claims. If any Claim arises directly or indirectly out of or in connection with the Corporation's execution, delivery and performance of this Agreement or the Ancillary Agreements and is asserted against any Indemnitee, such Indemnitee shall promptly give the Corporation notice thereof in accordance with Section 7.2. The Corporation shall have the right to control negotiations toward resolution of such Claim without the necessity of litigation, and, if litigation ensues, to defend the same with counsel chosen by the Corporation and reasonably acceptable to the such Indemnitee, at the Corporation's expense with respect to the conduct of such defense, and such Indemnitee shall in such case extend reasonable cooperation in connection with such negotiation and defense and the Corporation shall keep such Indemnitee reasonably informed as to such case. If the Corporation fails to assume control of the negotiations prior to litigation or to defend such action within a reasonable time, such Indemnitee shall be entitled, but not obligated, to assume control of such negotiations or defense of such action, and the Corporation shall be liable to such Indemnitee for its expenses reasonably incurred in connection therewith which the Corporation shall promptly pay. Neither party shall settle, compromise, or make any other disposition of any Claims, which would or might result in any liability to the Indemnitee or the Corporation, respectively, under this Section 7 without the written consent of the Indemnitee or the Corporation, respectively, which consent shall not be unreasonably withheld.

Certain Claims. If any Claim arises directly or indirectly out of or in connection with the Corporation's execution, delivery and performance of this Agreement or Agreement, the Ancillary Agreements or the Debentures and is asserted against the Purchaser or any Indemniteemember of the Purchaser Group, such Indemnitee the Purchaser shall promptly give the Corporation notice thereof in accordance with Section 7.2section 9.2. The Corporation shall have the right to control negotiations toward resolution of such Claim without the necessity of litigation, and, if litigation ensues, to defend the same with counsel chosen by the Corporation and reasonably acceptable to the such IndemniteePurchaser, at the Corporation's expense with respect to the conduct of such defense, and such Indemnitee the Purchaser shall in such case extend reasonable cooperation in connection with such negotiation and defense and the Corporation shall keep such Indemnitee the Purchaser reasonably informed as to such case. If the Corporation fails to assume control of the negotiations prior to litigation or to defend such action within a reasonable time, such Indemnitee the Purchaser shall be entitled, but not obligated, to assume control of such negotiations or defense of such action, and the Corporation shall be liable to such Indemnitee the Purchaser for its expenses reasonably incurred in connection therewith which the Corporation shall promptly pay. Neither party shall settle, compromise, or make any other disposition of any Claims, which would or might result in any liability to the Indemnitee Purchaser or the Corporation, respectively, under this Section 7 section 9 without the written consent of the Indemnitee Purchaser or the Corporation, respectively, which consent shall not be unreasonably withheld.