Common use of Control of Action Clause in Contracts

Control of Action. If the indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, so long as it is actively defending such claim, the indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Party seeking indemnification shall be entitled to participate in the defense of such claim and to employ counsel (reasonably acceptable to the indemnifying Party) at its own expense to assist in the handling of such claim provided there is no conflict of interest and that such participation would not adversely affect the conduct of the proceedings; (ii) where the Party seeking indemnification is so represented, the indemnifying Party shall keep counsel of the Party seeking indemnification informed of each step in the handling of any such claim; and (iii) the Party seeking indemnification shall provide, at the indemnifying Party’s request and expense, such assistance and information as is available to the Party seeking indemnification for the defense and settlement of such claim and (iv) the indemnifying Party shall notify the Party seeking indemnification before entering into any non-monetary settlement of such claim or ceasing to defend against such claim. After the indemnifying Party has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph, the indemnifying Party shall not be liable to the Party seeking indemnification for any legal expenses incurred by the Party seeking indemnification in connection with the defense of that claim. In addition, the indemnifying Party shall not be required to indemnify the Party seeking indemnification for any amount paid or payable by the Party seeking indemnification in the settlement of any claim for which the indemnifying Party has delivered a timely Notice of Election if such amount was agreed to without the prior written consent of the indemnifying Party.

Control of Action. If the indemnifying Party delivers a Notice of Election relating With respect to any claim within the required notice period, so long as it is actively defending such claim, the indemnifying Party shall be entitled to have sole control over the negotiation and defense of any actual or threatened action, claim, suit or proceeding, including, without limitation, control as to the selection of counsel and settlement as to whether and on what terms to settle or otherwise resolve the same (referred to in this Agreement as "Control of such claim; provided that (ithe Action") which may give rise to a right of Indemnification under Article 12 hereof, the Party seeking indemnification shall be party entitled to participate in indemnification (the defense "Indemnitee"), at its option, may either retain Control of such claim and to employ counsel (reasonably acceptable the Action or relinquish Control of the Action to the indemnifying Party) at its own expense other party (the "Indemnitor"). In any case, if the Indemnitee relinquishes control to assist Indemnitor, Indemnitor will be obligated to indemnify as set forth in this Agreement. Notwithstanding the handling of such claim provided there is no conflict of interest and fact that such participation would not adversely affect the conduct Control of the proceedings; Action may be relinquished to Indemnitor, Indemnitor may not settle or compromise any Indemnified Claim (ii) where the Party seeking indemnification is so represented, the indemnifying Party shall keep counsel of the Party seeking indemnification informed of each step in the handling of any such claim; and (iii) the Party seeking indemnification shall provide, at the indemnifying Party’s request and expense, such assistance and information as is available to the Party seeking indemnification for the defense and settlement of such claim and (iv) the indemnifying Party shall notify the Party seeking indemnification before entering into any non-monetary settlement of such claim or ceasing to defend against such claim. After the indemnifying Party has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph, the indemnifying Party shall not be liable to the Party seeking indemnification for any legal expenses incurred by the Party seeking indemnification in connection with the defense of that claim. In addition, the indemnifying Party shall not be required to indemnify the Party seeking indemnification for any amount paid or payable by the Party seeking indemnification in the settlement of any claim for which the indemnifying Party has delivered a timely Notice of Election even if such amount was agreed settlement or compromise only requires the payment of money, as opposed to other forms of nonmonetary consideration) without the prior written consent of Indemnitee, which consent may be withheld with or without reason unless such settlement or compromise only requires the payment of money and Indemnitor offers evidence to Indemnitee, satisfactory to Indemnitor, that Indemnitor is able to make such payment. The Indemnitee may not settle or compromise an Indemnified Claim without the prior written consent of the indemnifying PartyIndemnitor (which consent may not be unreasonably withheld or delayed). In the event that Indemnitee has relinquished Control of the Action to Indemnitor, Indemnitor will fully and promptly inform Indemnitee of all developments in, and allow Indemnitee to participate (provided that all costs incurred by Indemnitee in such participation will be paid by Indemnitee) in the handling of, any such actions so relinquished, and Indemnitee, at is option may at any time upon prior written notice resume immediate Control of the Action previously relinquished to Indemnitee (in which case Indemnitee will not be responsible for any costs or expenses incurred).