Control of Claims. If a party (“the Indemnified Party”) receives notice of any claim which may be the subject of indemnity by the other party (“the Indemnifying Party”) under this clause 12: 12.3.1 it shall promptly notify the Indemnifying Party of such notice with all material information in its possession; 12.3.2 the Indemnified Party shall not admit, compromise, settle or otherwise deal with the claim or take any action in respect of it without the prior written consent of the Indemnifying Party; 12.3.3 following such notification the parties shall consult together as to the best course of action in respect of the claim; 12.3.4 save as otherwise agreed between the parties in writing, the Indemnified Party shall allow the Indemnifying Party the full conduct of the defence against the claim and shall fully co-operate with the Indemnifying Party in respect of it (including without limitation by forwarding promptly to the Indemnifying Party all communications received by the Indemnified Party in the matter and providing all information and access to papers and personnel which are relevant to the claim or its defence)
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Control of Claims. If a party (“the Indemnified Party”) receives notice of any claim which may be the subject of indemnity by the other party (“the Indemnifying Party”) under this clause 12:
12.3.1 it shall promptly notify the Indemnifying Party of such notice with all material information in its possession;
12.3.2 the Indemnified Party shall not admit, compromise, settle or otherwise deal with the claim or take any action in respect of it without the prior written consent of the Indemnifying Party;
12.3.3 following such notification the parties shall consult together as to the best course of action in respect of the claim;
12.3.4 save as otherwise agreed between the parties in writing, the Indemnified Party shall allow the Indemnifying Party the full conduct of the defence against the claim and shall fully co-operate with the Indemnifying Party in respect of it (including without limitation by forwarding promptly to the Indemnifying Party all communications received by the Indemnified Party in the matter and providing all information and access to papers and personnel which are relevant to the claim or its defence) CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
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