Costs of Defense. All of the unrecovered costs, expenses and legal fees (including internal costs, expenses and legal fees) incurred by the Parties in bringing, maintaining and prosecuting any action to maintain, protect or defend a trademark (or registration therefor) or copyright (or registration therefor) covering or used or intended to be used in connection with the marketing or sale of a Collaboration Product in the US Territory shall be [*].
Costs of Defense. If any claim for which an indemnified party seeks indemnification under this Article 11 results in a judgment that no damages are due the claimant on a basis for which the indemnifying party is responsible hereunder, then, as between the indemnifying and indemnified parties, the indemnified parties shall be liable for any damages awarded and the costs (including attorneys' fees) of defending such claim.
Costs of Defense. From time to time, as requested by an indemnitee, Costs of Litigation will, if reasonably approved by the Management Committee (taking into account, among other things, the availability of security for any repayment obligation on the part of the indemnitee and the likelihood that such repayment will be necessary), be advanced by the Company prior to the final disposition of such claims, actions or proceedings upon receipt by the Company of an undertaking by or on behalf of such indemnitee, reasonably satisfactory to the Management Committee, to repay such amounts if it shall be determined that such indemnitee is not entitled to be indemnified hereunder.
Costs of Defense. Costs of defense of Claims relating to Jointly Assumed Liabilities shall be by each party in proportion to its assumption and agreement to pay and discharge such Claims as provided in this Agreement. NSI shall provide to NUSA a monthly accounting of expenses (other than counsel fees directly billed to each party as provided above) incurred in connection with defense of Claims relating to Jointly Assumed Liabilities, and NUSA shall promptly pay to NSI its share of such expenses, determined in the proportion that Jointly Shared Liabilities are assumed and allocated as provided herein.
Costs of Defense. All of the unrecovered costs, expenses and legal fees (including internal costs, expenses and legal fees) incurred by the Parties in bringing, maintaining and prosecuting any action to maintain, protect or defend the Duramed Marks or Shire Marks shall be borne by the Party bringing, maintaining or prosecuting the relevant action.
Costs of Defense. 59 ARTICLE 12 MISCELLANEOUS 12.1 Breach Discovered Prior to Closing.......................... 59 12.2 Termination................................................. 60 12.3 Expenses.................................................... 60 12.4
Costs of Defense. If * elects to solely manage the defense, * shall be responsible for the reasonable fees and costs of attorneys and consultants, together with the court costs, incurred by both parties in defending against Subject * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 24b-2.
Costs of Defense. PharmaNetics shall be responsible for the reasonable fees and costs of attorneys and consultants, together with the court costs, incurred by both Parties in defending against claims by third parties that the Product violates any third party intellectual property right (a “Product Claim”). Aventis shall be responsible for the reasonable fees and costs of attorneys and consultants, together with the court costs, incurred by both Parties in defending against any claims that Lovenox® violates any third party intellectual property rights (a “Lovenox® Claim”).
Costs of Defense. In the event of any legal action by a third party to challenge this Agreement and/or the exchange described herein, CLAWA and VALLEY DISTRICT agree to cooperate in the defense thereof and to share equally in the costs of such defense, utilizing counsel mutually acceptable to the parties.
Costs of Defense. 8.5.5.1 In all cases of Section 8.5 the reasonable out-of-pocket expenses incurred by Purchaser and the Company of defending the Third-party Claim for which the Sellers are liable under this Agreement shall be part of the Damages of Purchaser and the Company.
