A Party seeking recovery under this Article 13 (the “ Indemnified Party ”) with respect to a Claim shall give prompt written notice to the Party from which indemnification is sought (the “ Indemnifying Party ”), and shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such Claim; provided that the Indemnifying Party shall: (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to such Indemnified Party; and (b) not settle or otherwise resolve such claim without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim. For the avoidance of doubt, no Party shall be required to admit fault or liability under any circumstances.