Procedure for Defense. The indemnitee shall be entitled, at its option, to have the claim handled pursuant to Section 17.5 or to retain sole control over the defense and settlement of such claim; provided that, in the latter case, the indemnitee shall (i) consult with the indemnitor on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy, (ii) reasonably consider any the indemnitor settlement proposals or suggestions, and (iii) use commercially reasonable efforts to minimize any amounts payable or reimbursable by the indemnitor.
Procedure for Defense. IBM shall be entitled to have sole control over the defense and settlement of such claim; provided, however, IBM shall obtain the prior -------- approval of ACE before entering into any settlement of such claim involving the payment of moneys for which ACE will ultimately be financially response under Section 17.2(j). ---------------
Procedure for Defense. The indemnitee shall be entitled, at its option, to have the claim handled pursuant to Section 15.4 or to retain sole control over the defense and settlement of such claim; provided that, the indemnitee shall (i) keep the indemnitor reasonably appraised as to the status of the defense (ii) consult with the indemnitor on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy, (iii) obtain prior written approval of the indemnitor before entering any indemnitor settlement proposals or suggestions, and (iv) use commercially reasonable efforts to minimize any amounts payable or reimbursable by the indemnitor.
Procedure for Defense. Promptly after receipt by a person or entity indemnified under any express provision of this Agreement (the "Indemnified Party") of notice of the commencement of any action against the Indemnified Party, such Indemnified Party shall give notice to the person or persons or entity or entities obligated to indemnify the Indemnified Party pursuant to the express provisions of this Agreement (the "Indemnifying Party"), the Indemnifying Party shall be entitled to participate in the defense of the action and, to the extent that it may elect in its discretion by written notice to the Indemnified Party, to assume the control and defense and/or settlement of such action; provided; however, that (i) both the Indemnifying Party and the Indemnified Party must consent and agree to any settlement of any such action, except that if the Indemnifying Party has reached a bona fide settlement agreement with the plaintiff(s) in any such action and the Indemnified Party does not con-sent to such settlement agreement, then the dollar amount specified in the settlement agreement shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party, and (ii) if the defendants in any such action include both the Indemnifying Party and the Indemnified Party and if the Indemnified Party shall have reasonably concluded that there are legal defenses available to it which are in conflict with those available to the Indemnifying Party, then the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and otherwise to participate in the defense of such action on its own behalf, and the fees and disbursements of such separate counsel shall be included in the amount which the Indemnified Party is entitled to recover under the terms and subject to the conditions of this Agreement.
Procedure for Defense. Ascension Health shall be entitled, at its option, to have the claim handled pursuant to Section 17.5 or to retain sole control over the defense and settlement of such claim; provided that, in the latter case, Ascension Health shall (i) consult with Supplier on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy, (ii) reasonably consider any Supplier settlement proposals or suggestions, and (iii) use commercially reasonable efforts to minimize any amounts payable or reimbursable by Supplier. 17.7
Procedure for Defense. Each Party shall be entitled to have sole control over the defense and settlement of such claim brought against it; provided that such Party shall consult with the other Party on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy and shall obtain the prior written approval of such other Party before entering into any settlement of such claim involving the payment of moneys for which such other Party will ultimately be financially responsible under Section 17.1(f).
Procedure for Defense. The indemnitee shall be entitled to have sole control over the defense and settlement of such claim; provided, however, that the indemnitee shall obtain the prior approval of the indemnitor before entering into any settlement of such claim involving the payment of moneys for which the indemnitor will ultimately be financially responsible under Section 17.1(e) or Section 17.2(f).
Procedure for Defense. CoreLogic shall be entitled, at its option, to have the claim handled pursuant to Section 17.5 or to retain sole control over the defense and settlement of such claim; provided that, in the latter case, CoreLogic shall (i) keep Supplier reasonably apprised as to the status of the defense and consult with Supplier on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy, (ii) reasonably consider any Supplier settlement proposals or suggestions and consult with Supplier and discuss any settlement agreement that imposes a monetary amount to be paid or reimbursed by Supplier, and (iii) use commercially reasonable efforts to minimize any amounts payable or reimbursable by Supplier.
Procedure for Defense. In the case of a Claim that is subject to Section 14.1(d), the Customer shall be entitled, at its option, to have the Claim handled pursuant to Section 14.5 or to retain sole control over the defense and settlement of such Claim; provided that, in the latter case, the Customer shall (i) consult with the Service Provider on a regular basis regarding Claim processing (including actual and anticipated costs and expenses) and litigation strategy, (ii) reasonably consider any settlement proposals or suggestions by the Service Provider, (iii) use commercially reasonable efforts to minimize any amounts payable or reimbursable by the Service Provider, and (iv) obtain the reasonable prior written approval of the Service Provider before entering into any settlement of such Claim (x) involving the payment of money for which the indemnitor will ultimately be financially responsible under Section 14.1(h) or (y) that imposes any obligations or restrictions binding upon the indemnitor other than with respect to this Agreement or the Services. Customer/Service Provider Confidential Execution Copy
Procedure for Defense. Each Party shall be entitled, at its option, to have the claim handled pursuant to Section 17.5 or to retain sole control over the defense and settlement of such claim; provided that, in the latter case, each Party shall (i) consult with the other Party on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy, (ii) reasonably consider any Supplier settlement proposals or suggestions of the other Party, and (iii) obtain the prior written approval of such other Party before entering into any settlement of such TCS AZL Master Effective 1.1.2020 Execution Copy claim involving the payment of moneys for which such other Party will ultimately be financially responsible under Section 17.1(f) or 17.2(h).
