Common use of Control of Defense Clause in Contracts

Control of Defense. Upon a Covered Person's discovery of any Proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to Section 6.14(a), the Covered Person shall give prompt written notice to the Company of such Proceeding, provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under Section 6.14(a), unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested Governors, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceeding, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employ, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceeding, the Covered Person shall have the right to assume the defense of such Proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Control of Defense. Upon On a Covered Person's ’s discovery of any Proceeding claim, lawsuit, or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)8.01, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit, or proceeding; provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)9.01, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the holders of the Majority of the Shares held by the disinterested GovernorsShareholders, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit lawsuit, or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit, at any timeor proceeding, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend defend, or defending any such Proceedingclaim, lawsuit, or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit, or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit, or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit lawsuit, or proceeding without the consent of the Company holders of the Majority of the Shares held by the disinterested Shareholders (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed).

Control of Defense. Upon a Covered Person's ’s discovery of any Proceeding claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)8.03, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit or proceeding, provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)8.03, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested GovernorsMembers, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceeding, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Control of Defense. Upon a Covered Person's ’s discovery of any Proceeding claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)9.03, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit or proceeding, provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)9.03, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested GovernorsMembers, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceeding, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Control of Defense. Upon a Covered Person's ’s discovery of any Proceeding claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)10.02, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit or proceeding; provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)10.02, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested GovernorsMembers, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceeding, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Control of Defense. Upon a Covered Person's ’s discovery of any Proceeding claim, lawsuit, or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)9.03, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit, or proceeding, provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)9.03, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested GovernorsMembers, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit lawsuit, or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit, at any timeor proceeding, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend defend, or defending any such Proceedingclaim, lawsuit, or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit, or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit, or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit lawsuit, or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed).

Control of Defense. Upon On a Covered Person's ’s discovery of any Proceeding claim, lawsuit, or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)8.01, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit, or proceeding; provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)8.01, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the holders of the Majority of the Shares held by the disinterested GovernorsShareholders, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit lawsuit, or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit, at any timeor proceeding, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend defend, or defending any such Proceedingclaim, lawsuit, or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit, or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit, or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit lawsuit, or proceeding without the consent of the Company holders of the Majority of the Shares held by the disinterested Shareholders (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed).

Control of Defense. Upon a Covered Person's discovery of any Proceeding claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a), 11.3 the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit or proceeding, provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)11.3.2, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested GovernorsMember, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceeding, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Control of Defense. Upon a Covered Person's discovery of any Proceeding claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)7.3, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit or proceeding, provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)7.3, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested Governors, the The Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceeding, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Control of Defense. Upon a Covered Person's ’s discovery of any Proceeding claim, lawsuit or other proceeding relating to any Covered Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)10.03, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit or proceeding; provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)10.03, unless the Company shall have forfeited any rights or defenses or have been materially prejudiced thereby. Subject to the approval of the disinterested GovernorsMembers, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceeding, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Control of Defense. Upon a Covered Person's ’s discovery of any Proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to Section 6.14(a), the Covered Person shall give prompt written notice to the Company of such Proceeding, provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under Section 6.14(a), unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested Governors, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceeding, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employ, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceeding, the Covered Person shall have the right to assume the defense of such Proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Control of Defense. Upon a Covered Person's ’s discovery of any Proceeding claim, lawsuit or other proceeding relating to any Indemnified Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)5.10, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit or proceeding, provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)5.10, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested GovernorsBoard Members, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceeding, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Control of Defense. Upon a Covered Person's ’s discovery of any Proceeding claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)9.01, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit or proceeding; provided, however, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)9.01, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested Governors, the The Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceeding, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the express prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)Managers.

Control of Defense. Upon On a Covered Person's ’s discovery of any Proceeding claim, lawsuit, or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)9.01, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit, or proceeding; provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)9.01, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the holders of the Majority of the Membership Interests held by the disinterested GovernorsMembers, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit lawsuit, or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit, at any timeor proceeding, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend defend, or defending any such Proceedingclaim, lawsuit, or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit, or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit, or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit lawsuit, or proceeding without the consent of the Company holders of the Majority of the Membership Interests held by the disinterested Members (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed).

Control of Defense. Upon a Covered Person's ’s discovery of any Proceeding claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)6.3, the Covered Person shall must give prompt written notice to the Company of such Proceedingclaim, lawsuit or proceeding, provided, that the failure of the Covered Person to provide such notice shall will not relieve the Company of any indemnification obligation under this Section 6.14(a)6.3, unless the Company shall have has been materially prejudiced thereby. Subject to the approval of the disinterested Governors, the The Company shall be entitled to may participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceeding, at any time, separate counsel to represent it; provided, however, that the Company shall will not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall will have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall may not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall may not be unreasonably withheld, conditioned or delayed).

Control of Defense. Upon a Covered Person's discovery of any Proceeding claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)10.01, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, providedlawsuit or proceeding, provided that the failure of the Covered Person to provide such notice shall not relieve the Company of any any‌ indemnification obligation under this Section 6.14(a)10.01, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the holders of a majority of the Membership Interests held by the disinterested GovernorsMembers, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceeding, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company holders of a majority of the Membership Interests held by the disinterested Members (which consent shall not be unreasonably withheld, conditioned or delayed).

Control of Defense. Upon a Covered Person's ’s discovery of any Proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to Section 6.14(a), the Covered Person shall give prompt written notice to the Company of such Proceeding, provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under Section 6.14(a), unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested Governors, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceeding, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employ, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceeding, the Covered Person shall have the right to assume the defense of such Proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).. ​

Control of Defense. Upon a Covered Person's ’s discovery of any Proceeding claim, lawsuit or other proceeding relating to any Losses Liabilities for which such Covered Person may be indemnified pursuant to this Section 6.14(a)8.3, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, providedlawsuit or proceeding, provided that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)8.3, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested GovernorsMembers, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceeding, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Control of Defense. Upon On a Covered Person's ’s discovery of any Proceeding claim, lawsuit, or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)10.01, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit, or proceeding; provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)10.01, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested GovernorsMajority Interests, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit lawsuit, or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit, at any timeor proceeding, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend defend, or defending any such Proceedingclaim, lawsuit, or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit, or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit, or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit lawsuit, or proceeding without the consent of the Company Majority Interest held by the disinterested Members (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed).

Control of Defense. Upon a Covered Person's discovery of any Proceeding claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant pur- suant to this Section 6.14(a)5.5, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit or proceeding, provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)5.5, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested GovernorsMembers, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceed- ing, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigatingin- vestigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned condi- tioned or delayed).

Control of Defense. Upon a Covered Person's discovery of any Proceeding claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)8.03, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit or proceeding, provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)8.03, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested GovernorsMembers, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceeding, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Control of Defense. Upon a Covered Person's discovery of any Proceeding claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 6.14(a)8.03, the Covered Person shall give prompt written notice to the Company of such Proceedingclaim, lawsuit or proceeding, provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 6.14(a)8.03, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested GovernorsMembers, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of Exhibit 10.38 its election to assume the defense of any such Proceedingclaim, (i) the Covered Party shall fully cooperate with Company in connection therewith; and (ii) the Covered Party may employlawsuit or proceeding, at any time, separate counsel to represent it; provided, however, that the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such Proceedingclaim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such Proceedingclaim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such Proceeding claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).