Common use of Shared Liability Clause in Contracts

Shared Liability. With respect to any third party claim, action or proceeding in relation to which an Indemnifying Person is required to indemnify an Indemnified Person pursuant to this Article XIII (an "Indemnified Claim") that is combined or joined with one or more claims, actions or proceedings that are not Indemnified Claims or with respect to an Indemnified Claim under which both the Indemnified Person and the Indemnifying Person may be liable, which both desire to contest and control, the control of such claim, action or proceeding shall rest with the Person having the larger amount in dispute, and the Person in control may not settle or compromise any such claim without the prior written consent of the other Person (such consent not to be unreasonably withheld or delayed); provided, however, that if an Indemnifying Person may be obligated to indemnify an Indemnified Person with respect to any Indemnified Claim, the Indemnifying Person shall be deemed to have the amounts of such Indemnified Claim in dispute.