Defense of Certain Claims. The General Partner, at the expense of the Partnership, shall have the right to assume the defense of any claims made by the Internal Revenue Service to the extent that such claims occur because of and relate to the Partnership's business or investment activities, and in connection therewith, to retain and pay counsel chosen by the General Partner, in the General Partner's sole discretion. In no case, however, shall the Partnership be liable for any additional tax payable by a Partner or for any costs of separate counsel chosen by such Partner to represent such Partner with respect to any aspects of such defense. 10.9
Defense of Certain Claims. The Indemnified Party shall have the right to defend against and control any claim subject to indemnification pursuant to Section 11.01(c), 11.01(d) or 11.01(i), at its sole cost and expense (subject to, in the case Sections 11.01(c) and 11.01(d), the percentage allocations with respect to Losses set forth therein), in such manner as it may deem reasonably appropriate; for the avoidance of doubt, Section 11.05 shall apply to the defense of any claim pursuant to this Section 11.06(e). The Indemnifying Party shall be entitled to participate in (but not control) the defense of any such claim, with its own counsel and at its sole cost and expense. The Indemnified Party and the Indemnifying Party shall fully cooperate with each other and their respective counsel in the defense or settlement of such claim and make available to the other Party all information reasonably available (unless it would adversely affect the ability of a Party to assert attorney-client privilege, attorney work product privilege or similar privilege). The Indemnified Party shall keep the Indemnifying Party appraised at all times as to the status of the defense or any settlement negotiations with respect thereto. Notwithstanding anything contained herein to the contrary, Purchaser and its Affiliates shall have full control, in their discretion and without any obligation to consult with Seller or its Affiliates, of all negotiations with respect to, and the execution of, any extensions of or amendments to any Contracts with any Cooperative Customer; provided that, to the extent that any such extension or amendment contains an affirmative obligation to make a payment to any such Cooperative Customer that would be subject to indemnification pursuant to Section 11.01(i), the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed) shall be required. Purchaser and its Affiliates shall not enter into any such extension or amendment with a Cooperative Customer that contains a waiver of damages of the type claimed in the Actions or Proceedings set forth on Schedule 11.01(i) in respect of the period from the Closing Date through the date of such extension or amendment unless such extension or amendment also contains a waiver of such damages in respect of the period prior to the Closing Date; provided that the limitation in this sentence shall not apply if Seller's consent is required pursuant to the foregoing sentence and Seller withholds such consents.
Defense of Certain Claims. If (a) Cannxxxxx xxxepts employment pursuant to the Employment Agreement by December 31, 1995, and (b) International Business Machines Corporation ("IBM") asserts a claim against Cannxxxxx, xxsed on his association with PSC prior to the Effective Date, seeking a refund of any profits realized by Cannxxxxx xxxm the exercise during March, April or May of 1995 of stock options granted by IBM, which profits would not be subject to any claim by IBM if Cannxxxxx xxx no contact with PSC prior to the Effective Date, regardless of any conduct of Cannxxxxx xxxer the Effective Date (a "Covered Claim"), then (i) PSC will pay all reasonable costs associated with contesting the Covered Claim, but only if and for so long as Cannxxxxx'x xxxense against the Covered Claim has merit, as determined in good faith by PSC, and only if PSC consents in advance to the selection of Cannxxxxx'x xxxorneys (which consent will not be unreasonably withheld), and (ii) PSC will loan to Cannxxxxx xxx amount that Cannxxxxx xx required to pay to his former employer in respect of a Covered Claim (whether pursuant to a judgment or in settlement), up to an aggregate of $2,700,000, pursuant to a promissory note in the form of Exhibit D hereto (the "Covered Claims Note"), which will be secured by the Pledge Agreement. The Covered Claims specifically exclude any claim relating to activities by Cannxxxxx xxxsequent to his employment by PSC. In the course of defending himself against a Covered Claim, Cannxxxxx xxx also defend himself against other claims that are based on the same facts as the Covered Claim, in which case Cannxxxxx xxxl be responsible only for those non-incidental costs that would not have been incurred if his defense was limited solely to the Covered Claim (subject to the limitations in clause (i) above). PSC will not be required to advance any funds under the Covered Claims Note after Cannxxxxx'x xxxth or after the date on which the Covered Claims Note would be due in accordance with its terms. PSC hereby consents to the selection of Proskauer Rose Xxxxx & Xendxxxxxx XXX as Cannxxxxx'x xxxorney (for purposes of clause (i) above) if the fees charged by such firm are reasonable.
Defense of Certain Claims. Notwithstanding anything to the contrary in this Section 7, if a Third Party Claim: (i) involves any proceeding brought by any governmental authority, (ii) seeks injunctive relief, (iii) involves a class action, (iv) involves allegations of criminal activities, (v) involves allegations of violations of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. sections 1961, et seq., as amended, or any domestic (federal or state) or foreign securities, antitrust, or banking laws or regulations, or (vi) could, in Seller’s sole discretion, adversely affect the goodwill or image of Seller or create any material harm to any Seller Indemnified Party, each such Third Party Claim may be defended under the sole control and direction of Seller and Seller’s counsel, regardless of whether Buyer is the indemnitor of such Third Party Claim, and, in that event, (a) Seller’s defense of such Third Party Claim will be at the sole cost and expense of Buyer and (b) all Damages arising from such Third Party Claim will be fully paid and satisfied solely by Buyer.
Defense of Certain Claims. In any Third Party Hayex Xxxemnified Claims or any Third Party Company Indemnified Claims defended by the Company, Hayex xx Vulcan pursuant to this Agreement (i) the party not controlling the defense of such claim shall have the right to be represented by counsel and accountants, at such party's own expense, (ii) the party controlling the defense of such claim shall keep the other party fully informed of the status of such claim at all stages thereof, whether or not such other party is represented by its own counsel, (iii) the Company, Hayex xx Vulcan, as applicable, shall make available to the indemnifying party and its accountants and legal representatives all books and records of the Company, Hayex xx Vulcan relating to such Third Party Hayex Xxxemnified Claims or Third Party Company Indemnified Claims, as applicable, and (iv) the parties shall render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of such Third Party Hayex Xxxemnified Claims, as applicable.
Defense of Certain Claims. Section 10.11 Expense for Defense; Section 10.12 Settlement (if litigation is pending at termination date); Section 12 Representations and Warranties (provided, however, that the provisions of Section 12 shall survive for (i) only three (3) years following termination with respect to Indemnifiable Losses asserted with respect to Third Party Claims; and (ii) only two (2) years with respect to Claims asserted by the Parties against each other that do not involve the assertion of a Third Party Claim); Section 13 Indemnification (survival for three (3) years) (in the event that NaPro continues to sell the Finished Product in the event of termination, NaPro shall indemnify Abbott for 100% of all Claims and Losses arising out of continued sale of the Finished Product); Section 15.6
Defense of Certain Claims. The General Partner may act in the capacity of a "Tax Matters Partner" as defined in Section 6231(a)(7) of the Code and shall have full authority to take all actions permitted or required of the Tax Matters Partner under the Code. If requested by any such Tax Matters Partner, the Partnership shall assume, and in connection therewith retain and pay counsel chosen by the General Partner for, the defense of any claims made by the Internal Revenue Service to the extent such claims arise out of and relate to a Partner's investment in the Partnership. In no case, however, shall the Partnership be liable for any additional tax payable by a Partner or for any costs of separate counsel chosen by such Partner.
Defense of Certain Claims. In any Third Party Investor Indemnified Claims or any Third Party Company Indemnified Claims defended by the Company, Dennxx Xxxxx xx an Investor pursuant to this Agreement (i) the party not controlling the defense of such claim shall have the right to be represented by counsel and accountants, at such person's own expense, (ii) the party controlling the defense of such claim shall keep the other party fully informed of the status of such claim at all stages thereof, whether or not such other party is represented by its own counsel, (iii) the Company, Dennxx Xxxxx xx the Investor, as applicable, shall make available to the indemnified party and its accountants and legal representatives all books and records of the Company, Dennxx Xxxxx xx the Investor relating to such Third Party Investor Indemnified Claims or Third Party Company Indemnified Claims, as applicable, (iv) the parties shall render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of such Third Party Investor Indemnified Claims or Third Party Company Indemnified Claims, as applicable, and (v) the party controlling the defense of such claim shall not make any settlement or claim without the written consent of the other party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be unreasonable for an indemnified party to withhold consent to a settlement that does not provide for the complete and unconditional release of such indemnified party with respect to such Third Party Investor Indemnified Claims or Third Party Company Indemnified Claims, as applicable.
Defense of Certain Claims. Seller agrees to actively pursue the ------------------------- defense of the claims brought against the Seller by State Mutual Insurance and the civil action entitled Xxxxx Xxxxxxx v. Film Microelectronics, Inc. and ------------------------------------------------ Xxxxxx X. Xxxxxx. Buyer agrees to share in 50% of the costs of settlement or any ---------------- judgment awarded to State Mutual, exclusive of costs of defense, but in no event shall Buyer's liability exceed $37,000.
Defense of Certain Claims
