Common use of Obligation of Indemnifying Party Clause in Contracts

Obligation of Indemnifying Party. (i) Continental and Holdings shall jointly control the defense of, and cooperate with each other with respect to defending, any Third-Party Claim with respect to which Holdings is obligated under Section 4.3 to provide indemnification, provided that Holdings shall forfeit such joint control right with respect to a particular Third-Party Claim if Holdings or any Holdings Affiliate makes any public statement or filing, or takes any action (including, but not limited to, the filing of any submission or pleading, or the giving of a deposition or production of documents, in any administrative or court proceeding) in connection with such Third-Party Claim that is inconsistent in a material respect with any representation or warranty made by Holdings in this Agreement or the Representation Letters or in connection with the Tax Opinions/Rulings, any Subsequent Tax Ruling or any Subsequent Tax Opinion. (ii) Holdings and Continental shall exercise their rights to jointly control the defense of any such Third-Party Claim solely for the purpose of defeating such Third-Party Claim and, unless required by applicable law, neither Holdings nor Continental shall make any statements or take any actions that could reasonably result in the shifting of liability for any Losses arising out of such Third-Party Claim from the party making such statement or taking such action (or any of its Affiliates) to the other party (or any of its Affiliates). (iii) Statements made or actions taken by either Holdings or Continental in connection with the defense of any such Third-Party Claim shall not prejudice the rights of such party in any subsequent action or proceeding between the parties. (iv) If either Continental or Holdings fails to jointly defend any such Third-Party Claim, the other party shall solely defend such Third-Party Claim and the party failing to jointly defend shall use commercially reasonable efforts to cooperate with the other party in its defense of such Third-Party Claim; provided, however, that Continental may not compromise or settle any such Third-Party Claim without the prior written consent of Holdings, which consent shall not be unreasonably withheld or delayed. All costs and expenses of either party in connection with, and during the course of, the joint control of the defense of any such Third-Party Claim shall be initially paid by the party that incurs such costs and expenses. Such costs

Obligation of Indemnifying Party. (i) Continental Barnes & Noble and Holdings GameStop shall jointly control the defense of, and cooperate ▇▇▇▇▇rate with each other with respect to defending, any Third-Party Claim with respect to which Holdings GameStop is obligated under Section 4.3 to provide indemnification, provided that Holdings GameStop shall forfeit such joint control right with respect to a particular Third-Party Claim if Holdings GameStop or any Holdings GameStop Affiliate makes any public statement or filing, or takes any action (including, but not limited to, including the filing of any submission or pleading, or the giving of a deposition or production of documents, in any administrative or court proceeding) in connection with such Third-Party Claim that is inconsistent in a any material respect with any representation or warranty made by Holdings GameStop in this Agreement or the Representation Letters or in connection with Agreement, the Tax Opinions/Rulings, any Subsequent Tax Ruling or any Subsequent Tax Opinionthe Representation Letters. (ii) Holdings GameStop and Continental Barnes & Noble shall exercise their rights to jointly control the defense of any such def▇▇▇▇ ▇f a▇▇ ▇▇ch Third-Party Claim solely for the purpose of defeating such Third-Party Claim and, unless required by applicable law, neither Holdings GameStop nor Continental Barnes & Noble shall make any statements or take any actions that could reasonably cou▇▇ ▇▇▇sonably result in the shifting of liability for any Losses arising out of such Third-Party Claim from the party making such statement or taking such action (or any of its Affiliates) to the other party (or any of its Affiliates). (iii) Statements made or actions taken by either Holdings GameStop or Continental Barnes & Noble in connection with the defense of any such Third-Party Claim shall not ▇▇▇▇▇ sh▇▇▇ ▇ot prejudice the rights of such party in any subsequent action or proceeding between the parties. (iv) If either Continental Barnes & Noble or Holdings GameStop fails to jointly defend any such Third-Party ClaimPar▇▇ ▇▇▇im, the other party shall solely defend such Third-Party Claim and the party failing to jointly defend shall use commercially reasonable efforts to cooperate with the other party in its defense of such Third-Party Claim; provided, however, that Continental Barnes & Noble may not compromise or settle any such Third-Party Claim without the Clai▇ ▇▇▇▇out ▇▇▇ prior written consent of HoldingsGameStop, which consent shall not be unreasonably withheld or delayed. All costs and expenses of either party in connection with, and during the course of, the joint control of the defense of any such Third-Party Claim shall be initially paid by the party that incurs such costs and expenses. Such costscosts and expenses shall be reallocated and reimbursed in accordance with the respective indemnification obligations of the parties at the conclusion of the defense of such Third-Party Claim.

Obligation of Indemnifying Party. (i) Continental GM and Holdings ▇▇▇▇▇▇ shall jointly control the defense of, and cooperate with each other with respect to defending, any Third-Party Claim with respect to which Holdings ▇▇▇▇▇▇ is obligated under Section 4.3 4.4 to provide indemnification, provided that Holdings ▇▇▇▇▇▇ shall forfeit such joint control right with respect to a particular Third-Party Claim if Holdings ▇▇▇▇▇▇ or any Holdings ▇▇▇▇▇▇ Affiliate makes any public statement or filing, or takes any action (including, but not limited to, the filing of any submission or pleading, or the giving of a deposition or production of documents, in any administrative or court proceeding) in connection with such Third-Party Claim that is inconsistent in a material respect with any representation or warranty made by Holdings ▇▇▇▇▇▇ in this Agreement or the Representation Letters or in connection with Agreement, the Tax Opinions/Rulings, any Subsequent Tax Ruling the Representation Letters or any Subsequent Tax Opinionthe ▇▇▇▇▇▇ Merger Agreement. (ii) Holdings ▇▇▇▇▇▇ and Continental GM shall exercise their rights to jointly control the defense of any such Third-Party Claim solely for the purpose of defeating such Third-Party Claim and, unless required by applicable law, neither Holdings ▇▇▇▇▇▇ nor Continental GM shall make any statements or take any actions that could reasonably result in the shifting of liability for any Losses arising out of such Third-Party Claim from the party making such statement or taking such action (or any of its Affiliates) to the other party (or any of its Affiliates). (iii) Statements made or actions taken by either Holdings ▇▇▇▇▇▇ or Continental GM in connection with the defense of any such Third-Party Claim shall not prejudice the rights of such party in any subsequent action or proceeding between the parties. (iv) If either Continental GM or Holdings ▇▇▇▇▇▇ fails to jointly defend any such Third-Party Claim, the other party shall solely defend such Third-Party Claim and the party failing to jointly defend shall use commercially reasonable efforts to cooperate with the other party in its defense of such Third-Party Claim; provided, however, that Continental GM may not compromise or settle -------- ------- any such Third-Party Claim without the prior written consent of Holdings▇▇▇▇▇▇, which consent shall not be unreasonably withheld or delayed. All costs and expenses of either party in connection with, and during the course of, the joint control of the defense of any such Third-Party Claim shall be initially paid by the party that incurs such costs and expenses. Such costscosts and expenses shall be reallocated and reimbursed in accordance with the respective indemnification obligations of the parties at the conclusion of the defense of such Third-Party Claim.