Common use of Litigation Management Clause in Contracts

Litigation Management. Manager shall, at the expense of Provider, (a) assist Provider in the management and defense of all claims, actions, proceedings or investigations against Provider or any of its officers, directors, employees or agents in their capacity as such, and (b) assist Provider in the management and direction of all claims, actions, proceedings or investigations brought by Provider against any person other than Manager or Holder. Manager shall promptly notify Provider of all material legal actions filed on behalf of or (as Manager becomes aware thereof) against Provider. Manager shall not, except with the consent of Provider, enter into any settlement or consent to entry of any judgment that (x) imposes any injunctive relief or other equitable relief against, or alleges that a criminal act was committed by, Provider or Holder or imposes any monetary damages as to which H▇▇▇▇▇ will not be indemnified in full hereunder, or (y) does not include as a term thereof the giving by the Person(s) asserting such claim (or counterclaim) to Provider and Holder of a release from all liability with respect to such claim. Notwithstanding the foregoing, Manager shall not exercise any rights described in clauses (a)-(b) of this Section 2.16 if the matter (i) is a claim seeking non-monetary relief, (ii) involves criminal or quasi-criminal allegations or regulatory matters, (iii) involves a claim that, if adversely determined, would be reasonably expected to be materially adverse to the reputation of Holder, or (vi) is a third-party claim being made by a governmental authority. If Manager exercises any rights described in clauses (a)-(b) of this Section 2.16 in accordance with this Section2.16, Provider and Holder, at their sole cost and expense, shall have the right to participate in the defense of such third-party claim with counsel selected by it, subject to Manager’s rights described in clauses (a)-(b) of this Section 2.16, and the fees and disbursements of such counsel shall be at the expense of Provider.

Litigation Management. Manager shall, at the expense of Provider, (a) assist Provider in the management and defense of all claims, actions, proceedings or investigations against Provider or any of its officers, directors, employees or agents in their capacity as such, and (b) assist Provider in the management and direction of all claims, actions, proceedings or investigations brought by Provider against any person other than Manager or Holder. Manager shall promptly notify Provider of all material legal actions filed on behalf of or (as Manager becomes aware thereof) against Provider. Manager shall not, except with the consent of Provider, enter into any settlement or consent to entry of any judgment that (x) imposes any injunctive relief or other equitable relief against, or alleges that a criminal act was committed by, Provider or Holder or imposes any monetary damages as to which H▇▇▇▇▇▇ will not be indemnified in full hereunder, or (y) does not include as a term thereof the giving by the Person(s) asserting such claim (or counterclaim) to Provider and Holder of a release from all liability with respect to such claim. Notwithstanding the foregoing, Manager shall not exercise any rights described in clauses (a)-(b) of this Section 2.16 if the matter (i) is a claim seeking non-monetary relief, (ii) involves criminal or quasi-criminal allegations or regulatory matters, (iii) involves a claim that, if adversely determined, would be reasonably expected to be materially adverse to the reputation of Holder, or (vi) is a third-party claim being made by a governmental authority. If Manager exercises any rights described in clauses (a)-(b) of this Section 2.16 in accordance with this Section2.16, Provider and Holder, at their sole cost and expense, shall have the right to participate in the defense of such third-party claim with counsel selected by it, subject to Manager’s rights described in clauses (a)-(b) of this Section 2.16, and the fees and disbursements of such counsel shall be at the expense of Provider.