Control of the Defense. The contest of the claim may be conducted in the name and on behalf of the Indemnifying Party or the Indemnified Party, as may be appropriate. Subject to compliance by the Indemnifying Party with the other requirements of Section 9.2 and this Section 9.2(c)(ii), such contest shall be conducted by counsel employed by the Indemnifying Party, but the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to the claim and the contest thereof. The Indemnified Party may participate in the defense of such claim with co-counsel of its choice to the extent that the Indemnified Party believes in its sole discretion that such matter shall affect its ongoing business; provided, however, that the fees and expenses of the Indemnified Party’s counsel shall be at the expense of the Indemnified Party unless (A) the Indemnifying Party has agreed in writing to pay such fees and expenses, (B) the Indemnifying Party has failed to assume the defense and employ counsel as provided herein, (C) the claim alleges criminal misconduct or includes a claim for injunctive relief, or (D) a claim shall have been brought or asserted against the Indemnifying Party as well as the Indemnified Party, and such Indemnified Party shall have been advised in writing by counsel that there may be one or more factual or legal defenses available to it that are in conflict with those available to the Indemnifying Party, in which case such co-counsel shall be at the expense of the Indemnifying Party; provided, however, that the Indemnifying Party will not be required to pay the fees and expenses of more than one separate principal counsel (and any appropriate local counsel) for all Indemnified Parties. Subject to compliance by the Indemnifying Party with the other requirements of Section 9.2(c)(i) and this Section 9.2(c)(ii), if the Indemnified Party joins in any such contest, the Indemnifying Party shall have full authority, in consultation with the Indemnified Party, to determine all action to be taken with respect thereto; provided, however, that the Indemnifying Party shall not consent to a settlement of, or the entry of any monetary judgment arising from, the claim, without the prior written consent of the Indemnified Party which shall not be unreasonably withheld, delayed, or conditioned (except where the Indemnified Party shall be fully released from any liability with respect to the claim as a result of such settlement or judgment and all monetary damages arising out of such settlement will be paid by the Indemnified Party). In no event shall the Indemnified Party have authority to agree to any relief other than the payment of money Damages by the Indemnifying Party unless agreed to by the Indemnified Party. Notwithstanding the foregoing, no claims related to the matters in Section 9.2(a)(vii) may be conducted or controlled by the Indemnifying Party and all such claims shall be controlled and conducted by Buyer and its Affiliates, except that Buyer and its Affiliates shall not consent to a settlement of or the entry of any monetary judgment arising from such matters, without the prior written consent of the Stockholders’ Representative which shall not be unreasonably withheld, delayed or conditioned.
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Control of the Defense. The contest of the claim may be conducted in the name and on behalf of the Indemnifying Party or the Indemnified Party, as may be appropriate. Subject to compliance by the Indemnifying Party with the other requirements of Section 9.2 and this Section 9.2(c)(ii), such contest shall be conducted by counsel employed by the Indemnifying Party, but the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to the claim and the contest thereof. The Indemnified Party may participate in the defense of such claim with co-counsel of its choice to the extent that the Indemnified Party believes in its sole discretion that such matter shall affect its ongoing business; provided, however, that the fees and expenses of the Indemnified Party’s counsel shall be at the expense of the Indemnified Party unless (A) If the Indemnifying Party has agreed in writing given the Indemnified Party notice pursuant to pay such fees Section 18.7.1 that it desires to assume control of a Proceeding and expenses, (B) the Indemnifying Party has failed acknowledged in writing an obligation to assume the defense and employ counsel as provided herein, (C) the claim alleges criminal misconduct indemnify or includes a claim for injunctive relief, or (D) a claim shall have been brought or asserted against the Indemnifying Party as well as reimburse fully the Indemnified Party, and such Party or its applicable Indemnified Party shall have been advised in writing by counsel that there may be one or more factual or legal defenses available to it that are in conflict with those available to the Indemnifying Party, in which case such co-counsel shall be at the expense of the Indemnifying Party; provided, however, that the Indemnifying Party will not be required to pay the fees and expenses of more than one separate principal counsel (and any appropriate local counselPerson(s) for all Indemnified Parties. Subject Losses arising from the Proceeding (to compliance the extent such Losses and Proceedings are covered by the such Indemnifying Party with the other requirements of Section 9.2(c)(i) and this Section 9.2(c)(iiParty’s indemnity obligations under Sections 18.1, 18.2, 18.4 or 18.5), if the Indemnified Party joins in any such contestthen, subject to Section 18.7.4, the Indemnifying Party shall have full authoritythe right to defend, in consultation with the Indemnified settle and otherwise dispose of such Proceeding (such Party, to determine all action to be taken with respect thereto; provided, however, that “Defending Party”). If the Indemnifying Party shall provides notice that it desires to assume control of the Proceeding, but the Indemnifying Party does not consent have the right to a settlement ofbe the Defending Party pursuant to the preceding sentence, or if Losses are to be allocated under Section 18.3 or 18.6, then the entry of any monetary judgment arising from, Parties shall confer and negotiate in good faith to determine whether to enter into a joint defense agreement pursuant to which the claim, without Parties shall allocate the prior written consent respective rights and obligations of the Indemnified Party which shall not be unreasonably withheld, delayed, or conditioned (except where the Indemnified Party shall be fully released from any liability Parties with respect to the claim control of the Proceeding, including whether to designate one of the Parties as a result the Defending Party. In the event that there are two or more Indemnified Parties or Indemnified Persons that are subject to the same Proceeding, this Section 18.7 shall be construed to apply separately to such Proceeding as it applies to each such Indemnified Party or Indemnified Person, provided that the applicable Parties agree to take account of such fact in connection with their negotiations pursuant to this Section 18.7.2 with respect to the defense, control and settlement or judgment and all monetary damages arising out of such settlement will be paid Proceeding as it applies to each such Indemnified Party or Indemnified Person. The out-of-pocket costs and expenses (including reasonable attorneys’ fees) reasonably incurred by the Indemnified Party). In no event Defending Party in connection with its control of a Proceeding shall the Indemnified Party have authority constitute Losses with respect to agree to any relief other than the payment of money Damages by the Indemnifying Party unless agreed to by the Indemnified Party. Notwithstanding the foregoing, no claims related to the matters in Section 9.2(a)(vii) may be conducted or controlled by the Indemnifying Party and all such claims shall be controlled and conducted by Buyer and its Affiliates, except that Buyer and its Affiliates shall not consent to a settlement of or the entry of any monetary judgment arising from such matters, without the prior written consent of the Stockholders’ Representative which shall not be unreasonably withheld, delayed or conditionedProceeding.
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