Common use of Rights Arising From Control of Claims Clause in Contracts

Rights Arising From Control of Claims. (a) A party entitled to control a Claim shall have the right, without limitation, to select counsel, to settle the Claim on any terms it deems advisable and in its discretion (except as otherwise specifically provided herein, and except that an Indemnified Party may not settle a Claim for which an Indemnifying Party shall be responsible without the consent of the Indemnifying Party, except as provided in Section 4.10), to appeal any adverse decision rendered in any court, to discontinue any action, and otherwise to make any decision with respect thereto as it in its discretion deems advisable, provided however, that with respect to any such Claim with a value, or potential value, of $250,000 or more, the party controlling the claim shall obtain the prior written consent of the other party hereto to the selection of counsel, which consent shall not be unreasonably withheld. (b) Notwithstanding anything to the contrary herein, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of an Indemnified Party for the same counsel to represent both such Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event an Indemnifying Party exercises the right to undertake the defense of a Claim as provided herein, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against a Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party.