Cooperation. The parties hereto shall cooperate in the defense or prosecution of any Third Party Claim, with such cooperation to include # the retention of and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and # the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder. Neither the Indemnified Party nor the Indemnifying Party shall consent (such consent not to be unreasonably withheld or delayed) to the entry of any judgment, settlement, compromise or discharge of such Third Party Claim without the prior written consent of the other; provided that the consent of the Indemnified Party shall not be required if such judgment, settlement, compromise or discharge # does not involve any non-monetary penalties (other than customary and reasonable confidentiality obligations relating to such claim, judgment, settlement, compromise or discharge), # results in the complete and unconditional release of the Indemnified Party from all liabilities arising out of, relating to or in connection with such Third Party Claim and # does not involve a finding or admission of any fault, culpability, failure to act, violation of any law, rule, regulation or judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party.
Cooperation. The parties heretoRegardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall, and shall cause each Indemnified Party to, cooperate in the defense or prosecution of any Third Party Claim, withthereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation toshall include # the retention of and the provisionaccess during normal business hours afforded to the Indemnifyingindemnifying Party ofto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party ClaimClaim, and # the making Indemnified Parties and other employees and agents available of employees on a mutually convenient basis for providingto provide additional information and explanation of any material provided hereunder. Neitherhereunder, and the indemnifying Party shall reimburse the Indemnified Party nor the Indemnifying Party shall consent (such consent not to be unreasonably withheld or delayed) to the entry of any judgment, settlement, compromise or discharge of such Third Party Claim without the prior written consent of the other; provided that the consent of the Indemnified Party shall not be required if such judgment, settlement, compromise or discharge # does not involve any non-monetary penalties (other than customary andfor all its reasonable confidentiality obligations relating to such claim, judgment, settlement, compromise or discharge), # results in the complete and unconditional release of the Indemnified Party from all liabilities arising out of, relating to orout-of-pocket expenses in connection with such Third Party Claim and # does not involve a finding or admission of any fault, culpability, failure to act, violation of any law, rule, regulation or judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party.therewith.
Cooperation. The parties hereto shall cooperate inIn the defense or prosecution of any Third Party Claim, with such cooperation to include # the retention of and the provision to the Indemnifying Party of records and informationevent that are reasonably relevant to such Third Party Claim and # the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder. Neither the Indemnified Party nor the Indemnifying Party shall consent (such consentassume the defense of the Third-Party Claim, it shall not to be unreasonably withheldsettle or delayed) to the entry of any judgment, settlement, compromise or discharge of such Third Third-Party Claim withoutunless either # the Indemnitee gives its prior written consent, which consent of the other; provided that the consent of the Indemnified Party shall not be required ifunreasonably conditioned, withheld or delayed, or # the terms of settlement or compromise of such judgment, settlement,Third-Party Claim provide that the Indemnitee shall have no responsibility for the discharge of any settlement amount and impose no other obligations or duties on the Indemnitee (including any admission of culpability), and the settlement or compromise or discharge # does not involve any non-monetary penalties (other than customary and reasonable confidentiality obligations relatingdischarges all claims against the Indemnitee with respect to such claim, judgment, settlement, compromise or discharge), # results inThird-Party Claim. The Indemnitee shall cooperate with the completedefense of any such Third-Party Claim and unconditional release ofshall provide such personnel, technical support and access to information as may be reasonably requested by the IndemnifiedIndemnifying Party from all liabilities arising out of, relating to or in connection with such Third Party Claim and # does not involve a finding or admission of any fault, culpability, failure to act, violation of any law, rule, regulation or judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party.defense.
Cooperation. The parties heretoRegardless of whether the Indemnitor chooses to defend or prosecute any Third Party Claim, Indemnitee shall, and shall cause each other indemnitee to, cooperate in the defense or prosecution of any Third Party Claim, withthereof and shall furnish such records, proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation toshall include #access during Indemnitee’s normal business hours, and reasonable retention by the retention of and the provision to the Indemnifying Party ofIndemnitee of, records and information that are reasonably relevant to such Third Party ClaimClaim, and # the making Indemnitees and other employees and agents available of employees on a mutually convenient basis for providingto provide additional information and explanation of any material provided hereunder. Neitherhereunder, and the Indemnified Party norIndemnitor shall reimburse the Indemnifying Party shall consent (such consent not to be unreasonably withheld or delayed) to the entryIndemnitee for all of any judgment, settlement, compromise or discharge of such Third Party Claim without the prior written consent of the other; provided that the consent of the Indemnified Party shall not be required if such judgment, settlement, compromise or discharge # does not involve any non-monetary penalties (other than customary andits reasonable confidentiality obligations relating to such claim, judgment, settlement, compromise or discharge), # results in the complete and unconditional release of the Indemnified Party from all liabilities arising out of, relating to orout-of-pocket expenses in connection with such Third Party Claim and # does not involve a finding or admission of any fault, culpability, failure to act, violation of any law, rule, regulation or judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party.therewith as set forth in [Section 10.2.4].
Cooperation. The parties heretoindemnified party and indemnifying party shall cooperate with each other in all reasonable respects in connection with the defense or prosecution of any Third Party Claim, with such cooperation to include # the retention of and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and # theincluding making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder. Neither the Indemnified Party nor the Indemnifying Party shall consent (such consent not to be unreasonably withheld or delayed) to the entry of any judgment, settlement, compromise or discharge of such Third Party Claim without the prior written consent of the other; provided that the consent of the Indemnified Party shall not be required if such judgment, settlement, compromise or discharge # does not involve any non-monetary penalties (other than customary and reasonable confidentiality obligationsrecords relating to such claim, judgment, settlement, compromise or discharge), # results inclaim and furnishing, without expense to the complete and unconditional releaseindemnifying party, management employees of the Indemnified Party from all liabilities arising out of,indemnified employees as may be reasonably necessary for the preparation of the defense of any such claim or for testimony as witness in any proceeding relating to or in connection with such Third Party Claim and # does not involve a finding or admission of any fault, culpability, failure to act, violation of any law, rule, regulation or judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party.claim.
Cooperation. The parties hereto` # If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, to the extent that it involves any agreement, performance or observance by the Indemnified Party, the Indemnifying Party shall cooperatenot agree to such agreement, performance of observance without the Indemnified Party's prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Further, with respect to all Losses in connection with Third Party Claims where the Indemnifying Party has assumed the defense or prosecution of the Third Party Claim in accordance with Paragraph above, the Indemnifying Party shall not be liable for any settlement of other disposition of such Losses by an Indemnified Party that is reached without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Whether or not the Indemnifying Party will have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which shall not be unreasonably withheld, conditioned or delayed). If the Indemnifying Party chooses not to defend or prosecute any Third Party Claim, with such cooperation to include # the retention of and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and # the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder. Neither theno Indemnified Party nor the Indemnifying Party shall consent (such consent not to be unreasonably withheldadmit any liability with respect to, or delayed) to the entry of any judgment, settlement,settle, compromise or discharge of suchdischarge, any Third Party Claim without the prior written consent of the other; provided that theIndemnifying Party (which consent of the Indemnified Party shall not be required if such judgment, settlement, compromiseunreasonably withheld, conditioned or discharge # does not involve any non-monetary penalties (other than customary and reasonable confidentiality obligations relating to such claim, judgment, settlement, compromise or discharge), # results in the complete and unconditional release of the Indemnified Party from all liabilities arising out of, relating to or in connection with such Third Party Claim and # does not involve a finding or admission of any fault, culpability, failure to act, violation of any law, rule, regulation or judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party.delayed).
Cooperation. The parties heretoAll of the Parties shall cooperate in the defense or prosecution of any Third Party Claim, withClaim in respect of which indemnity may be sought hereunder and shall furnish such cooperation to include # the retention of and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and # the making available of employees on a mutually convenient basis for providing additionalrecords, information and explanation of any material provided hereunder. Neither the Indemnified Party nor the Indemnifying Party shall consent (such consent not totestimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be unreasonably withheld or delayed) to the entry of any judgment, settlement, compromise or discharge of such Third Party Claim without the prior written consent of the other; provided that the consent of the Indemnified Party shall not be required if such judgment, settlement, compromise or discharge # does not involve any non-monetary penalties (other than customary and reasonable confidentiality obligations relating to such claim, judgment, settlement, compromise or discharge), # results in the complete and unconditional release of the Indemnified Party from all liabilities arising out of, relating to orreasonably requested in connection with such Third Party Claim and # does not involve a finding or admission of any fault, culpability, failure to act, violation of any law, rule, regulation or judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party.therewith.
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