Joint Defense. Notwithstanding paragraph 10.2 above, in cases where PARTIES agree in writing to a joint defense, PARTIES may appoint joint defense counsel to defend the claim, action, or proceeding arising out of the concurrent acts or omissions of PARTIES. Joint defense counsel shall be selected by mutual agreement of PARTIES. PARTIES agree to share the costs of such joint defense and any agreed settlement in equal amounts, except as provided in paragraph 10.4 below. PARTIES further agree that no PARTY may bind the others to a settlement agreement without the written consent of the others.
Joint Defense. Notwithstanding anything to the contrary herein contained, if (a) Indemnitee elects to retain counsel in connection with any Claim in respect of which indemnification may be sought by Indemnitee against the Company pursuant to this Agreement and (b) any other director or officer of the Company may also be subject to liability arising out of such Claim and in connection with such Claim may seek indemnification against the Company pursuant to an agreement similar to this Agreement, Indemnitee, together with such other persons, will employ counsel to represent jointly Indemnitee and such other persons unless the employment of separate counsel shall have been authorized in writing by the Board of Directors of the Company in connection with the defense of such action or the Indemnitee shall have reasonably concluded and delivered to the Board of Directors a written request setting forth in reasonable detail the basis for the determination that such Indemnitee has available to its defenses which are inconsistent with the defenses available to any other party seeking indemnification against the Company. In the event the Board of Directors of the Company fails to act on such request within 30 calendar days after receipt thereof by the Company, Indemnitee will be deemed to be entitled to be represented by separate counsel in connection with such Claim.
Joint Defense. The Parties agree to cooperate with respect to the sharing of Information as necessary to defend a patent application or patent that is the subject of a license between Incept and Ocular.
Joint Defense. The Parties agree to proceed with reasonable diligence and use reasonable best efforts to jointly defend any lawsuit or administrative proceeding challenging the legality, validity, or enforceability of any term of this Agreement, or any Party's right to act in accordance with any of the terms of this Agreement.
Joint Defense. In the event that both a member of the SnackCo Group and a member of the GroceryCo Group are defendants in the same proceeding, upon reasonable request, the appropriate member or members of each such Group shall enter into a written joint defense agreement in a form reasonably acceptable to such parties.
Joint Defense. If Company and Consultant are named as defendants in the same legal proceeding (whether in court, an arbitration proceeding, a governmental investigation, or otherwise), or in similar or related legal proceedings, the sharing of information, strategies, documents, or exhibits, joint participation in interviews with witnesses or discussions with consulting experts or others, or similar cooperative action taken by them in connection with such proceedings shall be subject to a "joint defense" privilege and each of them shall, and shall use commercially reasonable efforts to cause their counsel and employees and agents to, maintain as confidential any such shared information to the same extent that such party maintains the confidentiality of other privileged information (but shall not have the Right to waive such privilege without the written consent of the other party to the proceeding).
Joint Defense. The Manager shall, upon written request by the Company, enter in good faith into an agreement on terms reasonably acceptable to the Company to cooperate in the defense of, and keep confidential all materials and information related to, any dispute, claim, lawsuit, action, or other proceeding against the Company relating to any transaction, agreement, undertaking, obligation, liability, or other event or circumstance contemplated by, resulting from, or related to this Agreement or the transactions contemplated hereby.
Joint Defense. In the event that both a member of the Bearings Group and a member of the TimkenSteel Group are defendants in the same Action, upon reasonable request of a member of either Group, the appropriate member or members of each such Group will enter into a written joint defense agreement in a form reasonably acceptable to such Parties.
Joint Defense. Notwithstanding anything to the contrary contained herein, if (a) the Indemnitee elects to retain counsel in connection with any Proceeding or claim in respect of which indemnification may be sought by the Indemnitee against the Company pursuant to this Agreement and (b) any other director or officer of the Company or person serving at the request of the Company in an Authorized Capacity of or for Another Entity may also be subject to liability arising out of such Proceeding or claim and in connection with such Proceeding or claim seeks indemnification against the Company pursuant to an agreement similar to this Agreement, the Indemnitee, together with such other persons, will employ counsel to represent jointly the Indemnitee and such other persons unless the Indemnitee determines that such joint representation would be precluded under the applicable standards of professional conduct then prevailing under the law of the State of Louisiana, in which case the Indemnitee will notify the Company (to the attention of the Secretary) thereof and will be entitled to be represented by separate counsel.
Joint Defense. Pursuant to Section 8.5 of the Plan, Assumed Third Party Claims have been channeled to the Litigation Facility for resolution. To facilitate efficient and effective resolution of the Litigation Facility Obligations:
