Management of Claims. Indemnitee shall be solely responsible for, and shall have sole discretion with respect to, the Management of all Claims. Indemnitor shall have the right to meet with Indemnitee’s remediation management team, including outside litigation or environmental counsel if necessary, once each Fiscal Quarter to discuss the Quarterly Reports; provided, that (a) Indemnitee shall have no obligation to implement or adopt Indemnitor’s requests during such meeting or otherwise consult, seek the consent of, cooperate with or otherwise inform (except pursuant to this sentence, Section 2.2 and Section 3.3(a)) Indemnitor or any of its Affiliates or their respective Representatives regarding the investigation, defense, compromise, settlement or resolution of any Claim, regardless of the party against whom any such Claim may be asserted, (b) the content of such meetings shall be limited to the information contained in the Quarterly Reports, and (c) Indemnitor shall pay all fees and expenses of any outside counsel or consultant relating to such quarterly meetings. All Claims brought against any Indemnified Party subject to indemnification or reimbursement hereunder shall be referred to Indemnitee for Management promptly and, in any event, within fifteen (15) days of notice thereof. Notwithstanding the above, in no event shall Indemnitee or Indemnitee’s counsel be under any obligation to share privileged information with Indemnitor or Indemnitor’s Representatives. Indemnitor shall reasonably cooperate with Indemnitee in connection with the defense of any Claim, including by retaining and providing to Indemnitee records and information that are reasonably relevant to such Claim and making available employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.
Management of Claims. The Claim Manager shall be solely responsible for, and shall have sole discretion with respect to, the Management of all Claims. Payor shall have the right to meet with the Claim Manager’s outside litigation or environmental counsel once each Fiscal Quarter to discuss the US Bendix Reports, the 4Q Reports or the True-Up Reports; provided, that (a) the Claim Manager shall have no obligation to implement or adopt Payor’s requests during such meeting or otherwise consult, seek the consent of, cooperate with or otherwise inform (except pursuant to this sentence, Section 2.2 and Section 3.3(a)) Payor or any of its Affiliates or their respective Representatives regarding the investigation, defense, compromise, settlement or resolution of any Claim, regardless of the party against whom any such Claim may be asserted, (b) the content of such meetings shall be limited to the information contained in the US Bendix Reports, 4Q Reports or True-Up Reports, and (c) Payor shall pay all fees and expenses relating to such quarterly meetings. All Claims brought against any Payor Party subject to payment hereunder shall be referred to the Claim Manager for Management promptly and, in any event, within fifteen (15) days of notice thereof. Notwithstanding the above, in no event shall the Claim Manager or the Claim Manager’s counsel be under any obligation to share privileged information with Payor or Payor’s Representatives.
Management of Claims. Except as otherwise inconsistent with the provisions of any applicable Insurance Policy, the defense of claims, suits or actions giving rise to potential or actual Insured Roxio Liabilities will be managed (in conjunction with Adaptec's insurers, as appropriate) by the party that would have had responsibility for managing such claims, suits or actions had such Insured Roxio Liabilities been Roxio Liabilities.
Management of Claims. The defense of claims, suits or actions giving rise to potential or actual Insured Southern Energy Liabilities will be managed (in conjunction with Southern's insurers, as appropriate) by the party that would have had responsibility for managing such claims, suits or actions had such Insured Southern Energy Liabilities been Southern Energy Liabilities.
Management of Claims. The defense of claims, suits or actions giving rise to potential or actual Insured Palm Liabilities will be managed (in conjunction with 3Com's insurers, as appropriate) by the party that would have had responsibility for managing such claims, suits or actions had such Insured Palm Liabilities been Palm Liabilities.
Management of Claims. The defense of claims, suits or actions giving rise to potential or actual Insured Agilent Liabilities will be managed (in conjunction with HP's insurers, as appropriate) by the party that would have had responsibility for managing such claims, suits or actions had such Insured Agilent Liabilities been Agilent Liabilities.
Management of Claims. Except as otherwise inconsistent with the provisions of any applicable Insurance Policy, the defense of claims, suits or actions giving rise to potential or actual Insured Vialta Liabilities will be managed (in conjunction with ESS's insurers, as appropriate) by the representative of Vialta that would have had responsibility for managing such claims, suits or actions had such Insured Vialta Liabilities been Vialta Liabilities.
Management of Claims. Except as otherwise inconsistent with the provisions of any applicable Insurance Policy, the defense of claims, suits or actions giving rise to potential or actual Insured ESS Liabilities will be managed (in conjunction with Vialta's insurers, as appropriate) by the representative of ESS that would have had responsibility for managing such claims, suits or actions had such Insured ESS Liabilities been ESS Liabilities.
Management of Claims. Except as otherwise inconsistent with the provisions of any applicable insurance policy and except for claims for which xXXxX*s is seeking indemnification from Alloy hereunder, the defense of claims, suits or actions giving rise to potential or actual Alloy-Insured xXXxX*s Liabilities will be managed (in conjunction with Alloy’s insurers, as appropriate) by the representative of xXXxX*s that would have had responsibility for managing such claims, suits or actions had such Alloy-Insured xXXxX*s Liabilities been xXXxX*s Liabilities not covered under the terms of Alloy’s insurance policies, subject, however, to the ability of Alloy to impose reasonable controls and oversight on the management of such claims process.
