Common use of Third Party Action Clause in Contracts

Third Party Action. When a Claim involves a Third Party Action, the Recipient of Claim shall have the option to prosecute or defend, at its expense, the Third Party Action, unless the potential liability of the Claimant in the Third Party Action exceeds the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action and shall be entitled to receive copies of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the consent of the Claimant (which shall not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third Party Action shall not exceed the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume the defense of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of such Third Party Action. All parties to this Agreement shall cooperate in the defense and prosecution of Third Party Actions and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Action. When a Claim involves a Third The Indemnifying Party Action, the Recipient of Claim shall have the option right to prosecute or defend, at its expense, the Third Party Action, unless the potential liability assume control of the Claimant in the Third defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: (a) The Indemnified Party Action exceeds the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participateentitled, at its own expense, to participate in any the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys' fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in a writing making express reference to this subsection and all proceedings related signed by such Indemnifying Party in connection with the defense of such third party action, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Third Indemnified Party Action and to have charge of such third party action, (iii) the Indemnified Party shall be entitled have reasonably concluded that there are defenses available to receive copies such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party's counsel shall in good faith have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of all notices and pleadings interest that would make it reasonable to determine that it is inappropriate under applicable standards of professional conduct to have common counsel); (b) The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such third party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other submissions equitable relief would be imposed against the Indemnified Party or if, in any judicial or regulatory proceeding, (2) there shall be no settlement the opinion of the Third Indemnified Party, such settlement, compromise, admission, or acknowledgment would have an adverse effect on its business; (c) No Indemnifying Party Action without the shall consent of the Claimant (which shall not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide entry of any judgment or enter into any settlement offer from the Third Party Claimant (which settlement offer shall that does not include as an unconditional term of it thereof the release giving by such Third each claimant or plaintiff to each Indemnified Party of the Claimant a release from all liability in respect of such Claimthird-party action; (d) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third The Indemnifying Party Action shall not exceed be entitled to control (but shall be entitled to participate at its own expense in the settlement amount included in said bona fide settlement offerdefense of), and the Claimant Indemnified Party shall either be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action: (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (ii) to the extent the third party action seeks an injunction, or other equitable relief against the Indemnified Party, or (iii) if the Indemnifying Party does not irrevocably agree in writing that no damages arising out of or related to such claim or demand are obligations of the Indemnified Party pursuant hereto and that any damages arising out of or related to such claim or demand are within the scope of and may be subject to indemnification hereunder, subject to the indemnification limitations set forth in Section 8.6 or 8.7; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter Indemnifying Party; and (e) The parties hereto shall extend reasonable cooperation in continuing connection with the defense of such Third Party Action. All parties any third party action pursuant to this Agreement shall cooperate ARTICLE 8 and, in the defense and prosecution of Third Party Actions and connection therewith, shall furnish such records, information and testimonyinformation, and shall testimony and attend such conferences, discovery proceedings, hearings, trials trials, and appeals, appeals as may be reasonably requested requested, subject in connection therewithall instances to appropriate agreements respecting confidentiality and use, such as, but not limited to, protective orders, as is reasonable under the circumstances.

Third Party Action. When (a) If Purchaser is entitled to indemnification under Section 9.1(a) for Purchasing Company Losses arising from, relating to or constituting any Litigation instituted by any third party (any such third party action or proceeding being referred to as a Claim involves a Third “Third-Party Action”), Purchaser shall give Seller prompt written notice of the commencement of such Third-Party Action. The complaint or other papers pursuant to which the third party commenced such Third-Party Action shall be attached to such written notice. The failure to give prompt written notice shall not affect Purchaser’s right to indemnification unless such failure has materially and adversely affected Seller’s ability to defend successfully such Third-Party Action. (b) Seller may participate in, and, to the extent Seller desires, at any time assume the defense of, such Third-Party Action with reputable attorneys retained by Seller and at Seller’s expense. Upon and after notice from Seller to Purchaser of its election to assume the defense of such Third-Party Action, Seller shall not be liable to Purchaser under this Article IX for any legal or other expenses subsequently incurred by Purchaser in connection with the Recipient of Claim defense thereof; provided, however, that Purchaser shall have the option to prosecute or defendbe entitled at any time, at its own cost and expense, to participate in Seller’s conduct of such defense and to be represented by attorneys of its own choosing. Purchaser shall cooperate with Seller in Seller’s conduct of such defense to the Third extent reasonably requested by Seller in the contest and defense of such Third-Party Action, unless including but not limited to providing reasonable access (upon reasonable notice) to the potential liability books, records and employees of Purchaser if relevant to the defense of such Third-Party Action; provided, that such cooperation shall not unduly disrupt the operations of the Claimant business of the Purchaser or cause Purchaser to waive any statutory or common law privileges, breach any confidentiality obligations owed to third parties or otherwise cause any confidential information of Purchaser to become public. (c) If Seller does not elect to assume the defense of any Third-Party Action, Purchaser shall be entitled to conduct its own defense and to be represented by attorneys of its own choosing. For the avoidance of doubt, the costs and expenses of such defense shall be included in Purchasing Companies Losses indemnifiable in accordance with and subject to the Third provisions of this Article IX. (d) Neither Purchaser nor Seller may concede, settle or compromise any Third-Party Action exceeds the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claimother party, which consents shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action and shall be entitled to receive copies of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the consent of the Claimant (which shall not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third Party Action shall not exceed the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume the defense of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of such Third Party Action. All parties to this Agreement shall cooperate in the defense and prosecution of Third Party Actions and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Action. When Promptly after receipt by any person or entity entitled to indemnification pursuant to this Article IX (the "INDEMNIFIED PARTY") of notice of the commencement of any action, suit or proceeding by a Claim involves person not a Third party to this Agreement in respect of which the Indemnified Party Actionwould be entitled to seek indemnification hereunder (a "THIRD PARTY ACTION"), the Recipient of Claim Indemnified Party shall notify the party or parties from whom such indemnification is sought (the "INDEMNIFYING PARTIES") thereof in writing, but any failure to so notify the Indemnifying Parties shall not relieve them from any liability that it may have to the option Indemnified Party under this Article, except to prosecute or defend, at its expense, the Third extent that the Indemnifying Party Action, unless is prejudiced by the potential liability of the Claimant failure to give such notice. The Indemnifying Party shall be entitled to participate in the Third Party Action exceeds the maximum liability defense of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action and to assume control of such defense (including settlement of such Third Party Action) with counsel reasonably satisfactory to such Indemnified Party; provided, however, that: (i) the Indemnified Party shall be entitled to receive copies participate in the defense of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the such Third Party Action without the consent of the Claimant and to employ counsel at its own expense (which shall not constitute Legal Expenses for purposes of this Agreement) to assist in the investigation or defense of such Third Party Action; (ii) the Indemnifying Party shall obtain the prior written approval (such approval not to be unreasonably withheld withheld, conditioned or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If Indemnified Party before entering into any settlement of such Third Party Action or ceasing to defend against such Third Party Action; (iii) each party agrees to cooperate fully with the Recipient other, such cooperation to include, without limitation, attendance at depositions and the provision of Claim submits relevant documents as may be reasonably requested by the Indemnifying Party; (iv) no Indemnifying Party shall consent to the Claimant a bona fide entry of any judgment or enter into any settlement offer from the Third Party Claimant (which settlement offer shall that does not include as an unconditional term of it thereof the release giving by such Third each claimant or plaintiff to each Indemnified Party of the Claimant a release from all liability in respect of such ClaimThird Party Action; and (v) the Indemnifying Party shall not be entitled to control the defense of any Third Party Action unless the Indemnifying Party confirms in writing its assumption of such defense and continues to pursue the Claimant refuses to consent to such settlement, then thereafter defense reasonably and in good faith. After written notice by the Recipient of Claim's liability Indemnifying Party to the Claimant under this Article VI with respect Indemnified Party of its election to assume control of the defense of any such Third Party Action in accordance with the foregoing, (A) the Indemnifying Party shall not exceed the settlement amount included in said bona fide settlement offerbe liable to such Indemnified Party hereunder for any Legal Expenses subsequently incurred by such Indemnified Party attributable to defending against such Third Party Action, and (B) as long as the Claimant Indemnifying Party is reasonably contesting such 37 Third Party Action in good faith, the Indemnified Party shall either not admit any liability with respect to, or settle, compromise or discharge the claim underlying, such Third Party Action without the Indemnifying Party's prior written consent. If the Indemnifying Party does not assume control of the defense of such Third Party Action or pay in accordance with this Section 9.4, the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing Indemnified Party shall have the defense of right to defend and/or settle such Third Party Action. All parties to this Agreement shall cooperate Action in such manner as it may deem appropriate at the defense cost and prosecution expense of Third Party Actions and shall furnish such records, information and testimonythe Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 9.4. The reimbursement of fees, costs and expenses required by this Section 9.4 shall attend such conferences, discovery proceedings, hearings, trials and appealsbe made by periodic payments during the course of the investigation or defense, as may be reasonably requested in connection therewithand when bills are received or expenses incurred.

Third Party Action. When a Claim involves a Third The Indemnifying Party Action, the Recipient of Claim shall have the option right to prosecute or defend, at its expense, the Third Party Action, unless the potential liability assume control of the Claimant in the Third defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: (a) The Indemnified Party Action exceeds the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participateentitled, at its own expense, to participate in any the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in a writing making express reference to this subsection and all proceedings related signed by such Indemnifying Party in connection with the defense of such third party action, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Third Indemnified Party Action and to have charge of such third party action, (iii) the Indemnified Party shall be entitled have reasonably concluded that there are defenses available to receive copies such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party’s counsel shall in good faith have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of all notices and pleadings interest that would make it reasonable to determine that it is inappropriate under applicable standards of professional conduct to have common counsel); (b) The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such third party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other submissions equitable relief would be imposed against the Indemnified Party or if, in any judicial or regulatory proceeding, (2) there shall be no settlement the opinion of the Third Indemnified Party, such settlement, compromise, admission, or acknowledgment would have an adverse effect on its business; (c) No Indemnifying Party Action without the shall consent of the Claimant (which shall not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide entry of any judgment or enter into any settlement offer from the Third Party Claimant (which settlement offer shall that does not include as an unconditional term of it thereof the release giving by such Third each claimant or plaintiff to each Indemnified Party of the Claimant a release from all liability in respect of such Claimthird-party action; (d) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third The Indemnifying Party Action shall not exceed be entitled to control (but shall be entitled to participate at its own expense in the settlement amount included in said bona fide settlement offerdefense of), and the Claimant Indemnified Party shall either be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action: (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (ii) to the extent the third party action seeks an injunction, or other equitable relief against the Indemnified Party, or (iii) if the Indemnifying Party does not irrevocably agree in writing that no damages arising out of or related to such claim or demand are obligations of the Indemnified Party pursuant hereto and that any damages arising out of or related to such claim or demand are within the scope of and may be subject to indemnification hereunder, subject to the indemnification limitations set forth in Section 8.6 or 8.7; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter Indemnifying Party; and (e) The parties hereto shall extend reasonable cooperation in continuing connection with the defense of such Third Party Action. All parties any third party action pursuant to this Agreement shall cooperate ARTICLE 8 and, in the defense and prosecution of Third Party Actions and connection therewith, shall furnish such records, information and testimonyinformation, and shall testimony and attend such conferences, discovery proceedings, hearings, trials trials, and appeals, appeals as may be reasonably requested requested, subject in connection therewithall instances to appropriate agreements respecting confidentiality and use, such as, but not limited to, protective orders, as is reasonable under the circumstances.

Third Party Action. When (a) Buyer will give Seller prompt written notice (a “Third Party Claim involves Notice”) of the commencement of any Litigation instituted by any third party for which any Buyer Indemnified Party reasonably believes that it is entitled to indemnification pursuant to Section 8.1 (any such third party action or proceeding being referred to as a “Third Party Action”). The complaint or other papers pursuant to which the third party commenced such Third Party Action will be attached to such Third Party Claim Notice. The failure to promptly deliver a Third Party Claim Notice will not affect any Buyer Indemnified Party’s right to indemnification except to the extent such failure has materially and adversely affected the applicable Seller Indemnifying Parties’ ability to defend successfully such Third Party Action (b) Subject to Section 8.3(c), Seller shall have the right and the obligation to contest and defend any such Third Party Action on behalf of the applicable Buyer Indemnified Party. Such contest and defense will be conducted by attorneys retained and paid by Seller and reasonably satisfactory to Buyer. Any Buyer Indemnified Party will be entitled at any time, at its own cost and expense, to participate in such requested contest and defense and to be represented by attorneys of its own choosing. If a Buyer Indemnified Party elects to participate in such defense, such Buyer Indemnified Party will cooperate with Seller in the conduct of such defense. If Seller has been requested to contest and defend such Third Party Action, the Recipient applicable Buyer Indemnified Parties will cooperate with Seller to the extent reasonably requested by Seller in the contest and defense of Claim shall have the option to prosecute or defend, at its expense, the such Third Party Action, unless including providing reasonable access (upon reasonable notice) to the potential liability books, records and employees of such Buyer Indemnified Party if relevant to the defense of such Third Party Action; provided, however, that such cooperation will not unduly disrupt the operations of the Claimant in the business of such Buyer Indemnified Party or cause such Buyer Indemnified Party to waive any statutory or common law privileges, breach any confidentiality obligations owed to third parties or otherwise cause any confidential information of such Buyer Indemnified Party to become public. (c) If a Buyer Indemnified Party requests that Seller contest and defend a Third Party Action exceeds the maximum liability but later determines that Seller is not adequately representing or, because of a conflict of interest, may not adequately represent any interests of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this optionBuyer Indemnified Party at any time after requesting Seller to do so, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third a Buyer Indemnified Party Action, as permitted herein, then (1) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action and shall will be entitled to receive copies conduct its own defense and to be represented by attorneys of its own choosing, all notices at Seller’s cost and pleadings expense. (d) Neither a Buyer Indemnified Party, on the one hand, nor Seller, on the other hand, may concede, settle or other submissions in compromise any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the consent of the Claimant (other, which shall consent will not be unreasonably withheld withheld. Notwithstanding the foregoing, (i) if a Third Party Action seeks the issuance of an injunction, the specific election of an obligation or delayed)similar remedy, and (3ii) if a Third Party Action seeks damages in excess of the amount by which a Buyer Indemnified Party is entitled to indemnification pursuant to this Article VIII, or (iii) if the Claim is fully satisfied, the Recipient subject matter of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third Party Action shall not exceed relates to the settlement amount included in said bona fide settlement offerongoing business of any Buyer Indemnified Party, and the Claimant shall either assume the defense of such which Third Party Action Action, if decided against any Buyer Indemnified Party, would materially adversely affect the ongoing business or pay the Recipient reputation of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of any Buyer Indemnified Party, such Buyer Indemnified Party alone will be entitled to settle such Third Party Action. All parties to this Agreement shall cooperate in the defense and prosecution of Third Party Actions and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Action. When Promptly after receipt by any person or entity entitled to indemnification pursuant to this Article VI (the “Indemnified Party”) of notice of the commencement of any action, suit or proceeding by a Claim involves person not a party to this Agreement in respect of which the Indemnified Party would be entitled to seek indemnification hereunder (a “Third Party Action”), the Recipient of Claim Indemnified Party shall notify the party or parties from whom such indemnification is sought (the “Indemnifying Parties”) thereof in writing, but any failure to so notify the Indemnifying Parties shall not relieve them from any liability that they may have to the option Indemnified Party under this Article VI, except to prosecute or defend, at its expense, the Third extent that the Indemnifying Party Action, unless is prejudiced by the potential liability of the Claimant failure to give such notice. The Indemnifying Party shall be entitled to participate in the Third Party Action exceeds the maximum liability defense of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action and to assume control of such defense (including settlement of such Third Party Action) with counsel reasonably satisfactory to such Indemnified Party; provided, however, that: (i) the Indemnified Party shall be entitled to receive copies participate in the defense of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the such Third Party Action without the consent of the Claimant and to employ counsel at its own expense (which shall not be unreasonably withheld or delayed), and constitute Legal Expenses for purposes of this Agreement) to assist in the handling of such Third Party Action; (3ii) if the Claim is fully satisfied, Indemnifying Party shall obtain the Recipient of Claim shall be subrogated to all rights and remedies prior written approval of the Claimant. If Indemnified Party before entering into any settlement of such Third Party Action or ceasing to defend against such Third Party Action; (iii) each party agrees to cooperate fully with the Recipient other, such cooperation to include, without limitation, attendance at depositions and the provision of Claim submits relevant documents as may be reasonably requested by the Indemnifying Party; (iv) no Indemnifying Party shall consent to the Claimant a bona fide entry of any judgment or enter into any settlement offer from the Third Party Claimant (which settlement offer shall that does not include as an unconditional term of it thereof the release giving by such Third each claimant or plaintiff to each Indemnified Party of the Claimant a release from all liability in respect of such ClaimThird Party Action; and (v) the Indemnifying Party shall not be entitled to control the defense of any Third Party Action unless the Indemnifying Party confirms in writing its assumption of such defense and continues to pursue the Claimant refuses to consent to such settlement, then thereafter defense reasonably and in good faith. After written notice by the Recipient of Claim's liability Indemnifying Party to the Claimant under this Article VI with respect Indemnified Party of its election to assume control of the defense of any such Third Party Action in accordance with the foregoing, (A) the Indemnifying Party shall not exceed the settlement amount included in said bona fide settlement offerbe liable to such Indemnified Party hereunder for any Legal Expenses subsequently incurred by such Indemnified Party attributable to defending against such Third Party Action, and (B) as long as the Claimant Indemnifying Party is reasonably contesting such Third Party Action in good faith, the Indemnified Party shall either not admit any liability with respect to, or settle, compromise or discharge the claim underlying, such Third Party Action without the Indemnifying Party’s prior written consent. If the Indemnifying Party does not assume control of the defense of such Third Party Action or pay in accordance with this Section 6.4, the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing Indemnified Party shall have the defense of right to defend and/or settle such Third Party Action. All parties to this Agreement shall cooperate Action in such manner as it may deem appropriate at the defense cost and prosecution expense of Third Party Actions and shall furnish such records, information and testimonythe Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 6.4. The reimbursement of fees, costs and expenses required by this Section 6.4 shall attend such conferences, discovery proceedings, hearings, trials and appealsbe made by periodic payments during the course of the investigation or defense, as may be reasonably requested in connection therewithand when bills are received or expenses incurred.