Procedure for Defense. The indemnitee shall be entitled, at its option, to have the claim handled pursuant to Section 17.5 or to retain sole control over the defense and settlement of such claim; provided that, in the latter case, the indemnitee shall (i) consult with the indemnitor on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy, (ii) reasonably consider any the indemnitor settlement proposals or suggestions, and (iii) use commercially reasonable efforts to minimize any amounts payable or reimbursable by the indemnitor.
Procedure for Defense. ACE shall be entitled to have sole control over the defense and settlement of such claim; provided, however, ACE shall obtain the prior approval of IBM before entering into any settlement of such claim involving the payment of moneys for which IBM will ultimately be financially response under Section 17.1(h).
Procedure for Defense. The indemnitee shall be entitled, at its option, to have the claim handled pursuant to Section 15.4 or to retain sole control over the defense and settlement of such claim; provided that, the indemnitee shall (i) keep the indemnitor reasonably appraised as to the status of the defense (ii) consult with the indemnitor on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy, (iii) obtain prior written approval of the indemnitor before entering any indemnitor settlement proposals or suggestions, and (iv) use commercially reasonable efforts to minimize any amounts payable or reimbursable by the indemnitor.
Procedure for Defense. Promptly after receipt by an Indemnified Party of notice of the commencement of any action against the Indemnified Party, such Indemnified Party shall give notice to the Indemnifying Party. The Indemnifying Party shall be entitled to participate in the defense of the action and, to the extent that it may elect in its discretion by written notice to the Indemnified Party, to assume the control and defense and/or settlement of such action; provided, however, that (i) both the Indemnifying Party and the Indemnified Party must consent and agree to any settlement of any such action, except that if the Indemnifying Party has reached a bona fide settlement agreement with the plaintiff(s) in any such action that involves only the payment of cash and the Indemnified Party does not consent to such settlement agreement, then the dollar amount specified in the settlement agreement shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party, and (ii) if the defendants in any such action include both the Indemnifying Party and the Indemnified Party and if the Indemnified Party shall have reasonably concluded that there are legal defenses available to it which are in conflict with those available to the Indemnifying Party, then the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and otherwise to participate in the defense of such action on its own behalf, and the fees and disbursements of such separate counsel shall be included in the amount which the Indemnified Party is entitled to recover under the terms and subject to the conditions of this Agreement.
Procedure for Defense. Ascension Health shall be entitled, at its option, to have the claim handled pursuant to Section 16(d) or to retain sole control over the defense and settlement of such claim; provided that, in the latter case, Ascension Health shall (i) consult with Supplier on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy, (ii) reasonably consider any Supplier settlement proposals or suggestions, and (iii) use commercially reasonable efforts to minimize any amounts payable or reimbursable by Supplier.
Procedure for Defense. Each Party shall be entitled to have sole control over the defense and settlement of such claim brought against it; provided that such Party shall consult with the other Party on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy and shall obtain the prior written approval of such other Party before entering into any settlement of such claim involving the payment of moneys for which such other Party will ultimately be financially responsible under Section 17.1(f).
Procedure for Defense. The indemnitee shall be entitled to have sole control over the defense and settlement of such claim; provided, however, that the indemnitee shall obtain the prior approval of the indemnitor before entering into any settlement of such claim involving the payment of moneys for which the indemnitor will ultimately be financially responsible under SECTION 17.1(e) or SECTION 17.2(f).
Procedure for Defense. Each Party shall be entitled, at its option, to have the claim handled pursuant to Section 17.5 or to retain sole control over the defense and settlement of such claim; provided that, in the latter case, each Party shall (i) consult with the other Party on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy, (ii) reasonably consider any Supplier settlement proposals or suggestions of the other Party, and (iii) obtain the prior written approval of such other Party before entering into any settlement of such TCS AZL Master Effective 1.1.2020 Execution Copy claim involving the payment of moneys for which such other Party will ultimately be financially responsible under Section 17.1(f) or 17.2(h).
Procedure for Defense. New Century shall be entitled, at its option, to have the claim handled pursuant to Section 17.5 or to retain control over the defense and settlement of such claim; provided that, in the latter case, New Century shall (i) consult with Supplier and reasonably consider Supplier’s views on the selection of counsel, (ii) consult with Supplier on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy, (iii) reasonably consider any Supplier settlement proposals or suggestions, (iv) obtain the prior written approval of Supplier, which shall not be unreasonably withheld or delayed, before making an admission of guilt on behalf of Supplier, and (v) obtain the prior written approval of Supplier, which shall not be unreasonably withheld or delayed, before entering into any settlement of such claim (A) involving the payment of moneys for which Supplier will ultimately be financially responsible under Section 17.1(f) or (B) imposing any non-financial obligations or restrictions on Supplier.
Procedure for Defense. Triad shall be entitled, at its option, to have the claim handled pursuant to Section 17.5 or to retain sole control over the defense and settlement of such claim; provided that, in the latter case, Triad shall (i) keep Supplier reasonably apprised as to the status of the defense, (ii) consult with Supplier on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy, (iii) obtain the prior written approval of Supplier (not to be unreasonably withheld) before entering any settlement agreements that impose a monetary amount to be paid or reimbursed by Supplier, and (iv) use commercially reasonable efforts to minimize any amounts payable or reimbursable by Supplier. [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
