Common use of Control of Litigation Clause in Contracts

Control of Litigation. A. Promptly, or in any event within ten (10) calendar days (in the case of service of legal process) or within thirty (30) calendar days (in the case of any other claim), following receipt by any party to be indemnified under the provisions of this ARTICLE IX (the “Indemnitee”) of notice of any action, suit, proceeding, claim, demand or assessment (each, an “Action”) against the Indemnitee that might give rise to a claim pursuant to Section 9.01, Section 9.02 or Section 9.03, the Indemnitee shall give written notice thereof to the party or parties obligated to provide such indemnification under the provisions of this ARTICLE IX (collectively, the “Indemnitor”) indicating the nature of such claim, the basis therefore and the estimated amount thereof. Failure to give any notice provided hereunder shall in no way be deemed a forfeiture of any Indemnitee’s rights to be indemnified hereunder; provided, however, if the Indemnitor shall have been prejudiced in any material respect by such failure so to notify the Indemnitor, the Indemnitor shall have the right to set off against any amounts payable or that become payable by the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged (as finally determined by a court of competent jurisdiction) as a result of the failure so to notify the Indemnitor. A claim for indemnity may, at the option of the Indemnitee, be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurred.

Control of Litigation. A. Promptly(a) The Indemnitees and Indemnitee Affiliates agree to give prompt notice to the Indemnitors of the assertion of any claim, or the commencement of any suit, action, or proceeding in respect of which indemnity may be sought under Section 7.1(b) or 7.1(c) of this Agreement and of any event Losses which any such Indemnitee deems to be within ten the ambit of Section 7.1(b) or 7.1(c) of this Agreement other than relating to Taxes (10specifying with reasonable particularity the basis therefor) calendar days and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee. The Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the case defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of service of legal process) or within thirty (30) calendar days (in the case of any other claim), following receipt counsel employed by any party to be indemnified under the provisions of this ARTICLE IX (the “Indemnitee”) of notice of any action, suit, proceeding, claim, demand or assessment (each, an “Action”) against the Indemnitee that might give rise to a claim pursuant to Section 9.01, Section 9.02 or Section 9.03, the Indemnitee shall give written notice thereof to the party or parties obligated to provide such indemnification under the provisions of this ARTICLE IX (collectively, the “Indemnitor”) indicating the nature of such claim, the basis therefore and the estimated amount thereof. Failure to give any notice provided hereunder shall in no way be deemed a forfeiture of any Indemnitee’s rights to be indemnified hereunder; provided, however, if that the Indemnitor Indemnitors shall have been prejudiced not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any material respect by such failure so to notify jurisdiction for all Indemnitees. If the IndemnitorIndemnitees assume the defense thereof, the Indemnitor Indemnitees shall have thereafter consult with the right Indemnitors upon the Indemnitors' reasonable request for such consultation from time to set off against time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any amounts payable such suit, action, or that become payable by claim. Whether or not the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged (as finally determined by a court of competent jurisdiction) as a result Indemnitors choose to defend or prosecute any claim, all of the failure so to notify parties hereof shall cooperate in the Indemnitor. A claim for indemnity may, at the option of the Indemnitee, be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered defense or out-of-pocket expenses incurredprosecution thereof.

Control of Litigation. A. Promptly, or in any event within ten (10) calendar days (in the case of service of legal process) or within thirty (30) calendar days (in the case of any other claim), following receipt by any party to be indemnified under the provisions of this ARTICLE IX (the “Indemnitee”) Bancshares of notice of any action, suit, proceeding, claim, demand demand, or assessment (each, an “"Action”") against the Indemnitee Bancshares that might give rise to a claim pursuant to Section 9.0110.02 hereof, Section 9.02 or Section 9.03, the Indemnitee Bancshares shall give written notice thereof to the party or parties obligated to provide such indemnification under the provisions of this ARTICLE IX (collectivelyShareholders, the “Indemnitor”) indicating the nature of such the claim, the basis therefore therefor and the estimated amount thereof. Failure to give any notice provided hereunder shall in no way be deemed a forfeiture of any Indemnitee’s rights Bancshares' right to be indemnified hereunder; provided, however, if the Indemnitor Shareholders shall have been prejudiced in any material respect by such failure so to notify the IndemnitorShareholders, the Indemnitor Shareholders shall have the right to set set-off against any amounts payable or that become payable by the Indemnitor Shareholders under this Agreement the amount by which the Indemnitor has Shareholders have been damaged (as finally determined by a court of competent jurisdiction) as a result of the failure so to notify the IndemnitorShareholders. A claim for indemnity may, at the option of the IndemniteeBancshares, be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurred.. B. At any time after Bancshares gives notice to the Shareholders of a claim being made against Bancshares for which a claim for indemnity is being asserted, to the extent

Control of Litigation. A. Promptly, or in any event within ten (10) calendar days (in the case of service of legal process) or within thirty (30) calendar days (in the case of any other claim), following receipt by any party to be indemnified under the provisions of this ARTICLE IX VIII (the “Indemnitee”) of notice of any action, suit, proceeding, claim, demand or assessment (each, an “Action”) against the Indemnitee that might give rise to a claim pursuant to Section 9.018.01, Section 9.02 8.02 or Section 9.038.03, the Indemnitee shall give written notice thereof to the party or parties obligated to provide such indemnification under the provisions of this ARTICLE IX VIII (collectively, the “Indemnitor”) indicating the nature of such claim, the basis therefore and the estimated amount thereof. Failure to give any notice provided hereunder shall in no way be deemed a forfeiture of any Indemnitee’s rights to be indemnified hereunder; provided, however, if the Indemnitor shall have been prejudiced in any material respect by such failure so to notify the Indemnitor, the Indemnitor shall have the right to set off against any amounts payable or that become payable by the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged (as finally determined by a court of competent jurisdiction) as a result of the failure so to notify the Indemnitor. A claim for indemnity may, at the option of the Indemnitee, be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurred.

Control of Litigation. A. PromptlyA Party seeking indemnification hereunder shall provide prompt written notice to the other Party (and, or in any event within ten (10event, ***) calendar days (in of the case of service of legal process) or within thirty (30) calendar days (in the case assertion of any other claim), following receipt by any party claim against such Party as to which indemnity is to be indemnified under the provisions of this ARTICLE IX (the “Indemnitee”) of notice of any action, suit, proceeding, claim, demand or assessment (each, an “Action”) against the Indemnitee that might give rise to a claim pursuant to Section 9.01, Section 9.02 or Section 9.03, the Indemnitee shall give written notice thereof to the party or parties obligated to provide such indemnification under the provisions of this ARTICLE IX (collectively, the “Indemnitor”) indicating the nature of such claim, the basis therefore and the estimated amount thereof. Failure to give any notice provided hereunder shall in no way be deemed a forfeiture of any Indemnitee’s rights to be indemnified requested hereunder; provided, however, if that any delay or failure to provide such notice shall not relieve the Indemnitor indemnifying party of its indemnity obligations unless, and solely to the extent that, such delay or failure to notify materially prejudices the indemnifying party’s ability to defend such claims. The indemnifying Party shall have been prejudiced in any material sole control over, and shall assume all expenses with respect by such failure so to notify the Indemnitorto, the Indemnitor defense, settlement, adjustment or compromise of any claim as to which this Section 11 requires it to indemnify the other, provided that: (a) the other Party may, if it so desires, employ counsel at its own expense to assist in the handling of such claim; and (b) the indemnifying Party shall have obtain the right prior written approval of the other Party, which shall not be unreasonably withheld, conditioned, or delayed, before entering into any settlement, adjustment or compromise of such claim or ceasing to set off defend against any amounts payable such claim if, pursuant thereto or that become payable by the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged (as finally determined by a court of competent jurisdiction) as a result of the failure so to notify the Indemnitorthereof: (i) *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. A claim for indemnity mayALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, at the option of the Indemnitee, be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurredAS AMENDED.

Control of Litigation. A. PromptlyIf any action, suit or proceeding be commenced, or if any claim, demand or assessment be asserted, in any event within ten respect of which one of the parties to this Agreement proposes to demand indemnification (10the "Indemnitee") calendar days as aforesaid, the party from whom indemnification is demanded (the "Indemnitor") shall be given prompt and timely notice thereof and shall have the right to participate in the case defense, compromise or settlement thereof through its own attorneys and at its own expense and, in connection therewith; provided, however, that the failure to given prompt and timely notice shall not relieve the Indemnitor of service its obligations hereunder except to the extent such failure shall have materially prejudiced the Indemnitor. The Indemnitee shall cooperate fully to make available to the Indemnitor all pertinent information under its control or relating thereto. The Indemnitor also shall have the right to assume, at its own expense, entire control of legal process) the defense, compromise or within thirty (30) calendar days (in the case settlement of any other such action, suit, proceeding, claim), following receipt demand or assessment, and after any such assumption the Indemnitee shall bear the fees and expenses of any counsel retained by any party to be indemnified under the provisions of this ARTICLE IX (the “Indemnitee”) of notice of it. The Indemnitor shall not settle or compromise any action, suit, proceeding, claim, demand or assessment (each, an “Action”) against unless there is no finding or admission of any violation of law on the part of any Indemnitee that might give rise to a claim pursuant to Section 9.01, Section 9.02 or Section 9.03, and the sole relief provided is monetary damages. The Indemnitee shall give not have the right to compromise or settle any claim whether before or after the commencement of litigation without the prior written notice thereof to consent of the party or parties obligated to provide such indemnification under the provisions of this ARTICLE IX (collectively, the “Indemnitor”) indicating the nature of such claim, the basis therefore and the estimated amount thereof. Failure to give any notice provided hereunder shall in no way be deemed a forfeiture of any Indemnitee’s rights to be indemnified hereunder; provided, however, if Indemnitor unless the Indemnitor shall have been prejudiced in failed to timely assume the defense of any material respect by such failure so to notify the Indemnitor, the Indemnitor shall have the right to set off against any amounts payable or that become payable by the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged (as finally determined by a court of competent jurisdiction) as a result of the failure so to notify the Indemnitor. A claim for indemnity may, at the option of the Indemnitee, be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurredlitigation.

Control of Litigation. A. Promptly, or in any event within ten (10) calendar days (in the case of service of legal process) or within thirty (30) calendar days (in the case of any other claim), following receipt by any party Each Person entitled to be indemnified indemnification as provided under the provisions of this ARTICLE IX Section 8.01 (the “IndemniteeIndemnified Party”) of notice of any action, suit, proceeding, claim, demand or assessment (each, an “Action”) against the Indemnitee that might give rise to a claim pursuant to Section 9.01, Section 9.02 or Section 9.03, the Indemnitee shall give written notice thereof (the “Claim Notice”) to the party Person from whom the Indemnified Party is seeking indemnification (the “Indemnifying Party”) of the assertion of any Claim or parties obligated the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 8.01 hereof and of any Damages which any such Indemnified Party deems to provide be within the scope of Section 8.01 within fifteen (15) days following such indemnification under assertion, commencement or incurrence of Damages of which the provisions Indemnified Party is actually aware and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request. The Indemnifying Party may, at its option and at its own expense, (a) participate in and (b) upon written notice to the Indemnified Party, within fifteen (15) days of this ARTICLE IX receipt of the Claim Notice, assume the defense of, any such suit, action or proceeding; provided that (collectivelyi) the counsel of the Indemnifying Party is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party shall consult with the Indemnified Party, upon the reasonable request of the Indemnified Party, from time to time with respect to such suit, action or proceeding and (iii) the Indemnifying Party shall not settle or compromise any such suit, action or proceeding without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that if the Indemnifying Party reasonably desires to settle or compromise and the Indemnified Party rejects such reasonable settlement or compromise, then the Indemnified Party shall be liable for any and all Damages in excess of the amount of the rejected reasonable settlement or compromise. If the Indemnifying Party assumes such defense, the “Indemnitor”Indemnified Party shall have the right (but not the duty) indicating to participate in the nature defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. The Indemnifying Party shall be liable for the fees and expenses of such claim, counsel employed by the basis therefore and Indemnified Party with respect to any period during which the estimated amount thereof. Failure to give any notice provided hereunder shall in no way be deemed a forfeiture Indemnifying Party has not assumed the defense of any Indemnitee’s rights to be indemnified such action or proceeding in respect of which indemnity is required hereunder; provided, however, that the Indemnifying Party shall not be liable for the fees and expenses of more than one counsel employed by the Indemnified Party, in any jurisdiction, except that if the Indemnitor shall have been prejudiced in Indemnified Party has a conflict of interest with any material respect by such failure so to notify the Indemnitorother Indemnified Party, the Indemnitor Indemnified Party is entitled to have separate counsel at the expense of the Indemnifying Party until such time as the Indemnifying Party assumes the defense. If the Indemnifying Party does not assume the defense and the Indemnified Party assumes the defense thereof, (A) the Indemnifying Party shall have the right (but not the duty) to set off against any amounts payable or that become payable by participate in the Indemnitor under this Agreement defense thereof and employ counsel, at its own expense, (B) such Indemnified Party shall consult with the amount by which Indemnifying Party, upon the Indemnitor has been damaged (as finally determined by a court of competent jurisdiction) as a result reasonable request of the failure so Indemnifying Party, from time to notify time with respect to such suit, action or proceeding and (C) the Indemnitor. A claim for indemnity mayIndemnified Party shall not settle or compromise any such suit, at action or proceeding without the option consent of the IndemniteeIndemnifying Party, which consent shall not be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurredunreasonably withheld.

Control of Litigation. A. PromptlyDistributor shall (i) have the right to assume the defense of any claim made by a Third Party and arising from a breach or alleged breach of any representation, warranty or agreement of FilmCo hereunder or that otherwise may be subject to the indemnity set forth in Section 12.1 above, and (ii) shall assume the defense of any claim for which FilmCo or the FilmCo Indemnified Parties are indemnified under Section 12.1, Section 12.3, or Section 12.4 above. FilmCo shall have the right as well as the obligation to consult and cooperate with Distributor in connection with any event within ten such claim and, upon Distributor’s request, to furnish Distributor with any and all evidence, materials or other information relevant thereto. FilmCo shall have the right (10at FilmCo’s sole expense) calendar days (to have FilmCo’s own counsel present in connection with the case of service of legal process) or within thirty (30) calendar days (in the case defense of any other claim), following receipt by any party to be indemnified under the provisions of this ARTICLE IX (the “Indemnitee”) of notice of any action, suit, proceeding, claim, demand or assessment (each, an “Action”) against the Indemnitee that might give rise to a claim pursuant to Section 9.01, Section 9.02 or Section 9.03, the Indemnitee shall give written notice thereof to the party or parties obligated to provide such indemnification under the provisions of this ARTICLE IX (collectively, the “Indemnitor”) indicating the nature of such claim, provided that such counsel fully cooperates with Distributor’s counsel and in no way interferes with the basis therefore handling of the case by Distributor’s counsel. FilmCo understands and agrees that all aspects of the estimated amount thereof. Failure defense of any such claim, whether as part of any litigation, negotiations or otherwise (excluding any decision regarding any settlement as provided below), shall be controlled by Distributor, Distributor shall be free to give any notice provided hereunder use counsel of Distributor’s choice in connection therewith, and such control shall in no way abrogate or diminish FilmCo’s obligations under Section 12.1 above. Distributor shall not, without the prior written consent of the FilmCo Indemnified Parties (which shall not be deemed a forfeiture unreasonably withheld or delayed) effect any settlement or any pending or threatened claim unless such settlement includes (x) no admission of wrongdoing or culpability by any Indemnitee’s rights FilmCo Indemnified Party, (y) no provision for non-monetary relief to be indemnified hereunder; providedperformed by any FilmCo Indemnified Party, howeverand (z) if Distributor (or any of its Affiliates) is released, if the Indemnitor shall have been prejudiced in any material respect by such failure so to notify the Indemnitor, the Indemnitor shall have the right to set off against any amounts payable or that become payable by the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged (as finally determined by a court of competent jurisdiction) as a result an unconditional release of the failure so to notify FilmCo Indemnified Parties from all liability on the Indemnitorclaims that are the subject matter of such claim or proceeding. A claim for No amounts paid or payable in connection with 17 Distributor’s indemnity mayobligations under Section 12.1 and Section 12.3 shall be recoupable by Distributor hereunder, at the option of the Indemnitee, be asserted whether as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered Distribution Costs and Expenses or out-of-pocket expenses incurredotherwise.

Control of Litigation. A. PromptlyThe Parties agree and acknowledge that ASCU shall be entitled at its option exclusively to control any Proceeding, including without limitation the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party of the existence (or in alleged existence) of the institution or commencement of any event within ten Proceeding instituted by any third party, and (10ii) calendar days (in the case of service ASC, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitor’s right to control any Proceeding shall not be construed as including the right to enter into any settlement, consent judgment or decree or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without the prior written approval of legal process) Indemnitees, which approval shall not be unreasonably withheld, delayed or within thirty (30) calendar days (in conditioned. Furthermore, Indemnitors agree to keep ASC and the case Indemnitees reasonably informed of the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other claim)Indemnitors’, following receipt by legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any party insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to be indemnified under the provisions of this ARTICLE IX (the “Indemnitee”) of proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any actionproposed settlement prior to entering into such an agreement, suitand/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, proceeding, claim, demand or assessment (each, an “Action”) against the Indemnitee that might give rise to a claim pursuant to Section 9.01, Section 9.02 or Section 9.03, the Indemnitee shall give written notice thereof to the party or parties obligated to provide such indemnification under the provisions of this ARTICLE IX (collectively, the “Indemnitor”) indicating the nature Indemnitees may send Notice of such claim, the basis therefore failure to ASCU and the estimated amount thereof. Failure to give any notice provided hereunder shall in no way be deemed a forfeiture of any Indemnitee’s rights to be indemnified hereunder; provided, however, if the Indemnitor shall have been prejudiced in any material respect by such failure so to notify is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the Indemnitorevent of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the Indemnitor prior written approval of ASCU, which approval shall have the right to set off against any amounts payable not be unreasonably withheld, delayed or that become payable by the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged (as finally determined by a court of competent jurisdiction) as a result of the failure so to notify the Indemnitor. A claim for indemnity may, at the option of the Indemnitee, be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurredconditioned.

Control of Litigation. A. Promptly, or in any event within ten (10) calendar days (in the case of service of legal process) or within thirty (30) calendar days (in the case of any other claim), following receipt by any party to be indemnified under the provisions of this ARTICLE IX VIII (the “Indemnitee”) of notice of any action, suit, proceeding, claim, demand or assessment (each, an “Action”) against the Indemnitee that might give rise to a claim pursuant to Section 9.018.01, Section 9.02 8.02 or Section 9.038.03, the Indemnitee shall give written notice thereof to the party or parties obligated to provide such indemnification under the provisions of this ARTICLE IX VIII (collectively, the “Indemnitor”) indicating the nature of such claim, the basis therefore therefor and the estimated amount thereof. Failure to give any notice provided hereunder shall in no way be deemed a forfeiture of any Indemnitee’s rights to be indemnified hereunder; provided, however, if the Indemnitor shall have been prejudiced in any material respect by such failure so to notify the Indemnitor, the Indemnitor shall have the right to set off against any amounts payable or that become payable by the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged (as finally determined by a court of competent jurisdiction) as a result of the failure so to notify the Indemnitor. A claim for indemnity may, at the option of the Indemnitee, be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurred.