Common use of Sole Control Clause in Contracts

Sole Control. If an Indemnitee becomes subject to a third party claim, notice thereof shall be given by the Indemnitee to the Indemnitor as promptly as practicable. Any delay by the Indemnitee in providing such notice shall not limit the Indemnitor's obligations pursuant to this Agreement except to the extent of any losses caused by such delay. To the extent of the portion of the claim for which the Indemnitor is responsible pursuant to this Agreement, the Indemnitor under any of the indemnities set forth in this Agreement shall promptly assume and have sole control of the defense of any such claim and all negotiations for settlement; provided, however, that the Indemnitee may, at its own cost, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. The Indemnitee shall cooperate, at the cost of the Indemnitor, with the Indemnitor in the investigation, trial and defense of such claim and any appeal arising therefrom. The Indemnitor shall not be obligated to indemnify the Indemnitee under any settlement made without the Indemnitor's consent or in the event the Indemnitee fails to reasonably cooperate (at the Indemnitor's expense) in the defense of any such claim. The Indemnitor shall have no authority to make any admission on behalf of the Indemnitee or enter into any agreement imposing an affirmative obligation on the Indemnitee without the Indemnitee's prior written consent.