Limitations of Right to Assume Defense. The Representative shall not be entitled to assume control of such defense if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Third Party Claim seeks an injunction or equitable relief against Parent; or (iii) there is a reasonable probability that a Third Party Claim may materially and adversely affect Parent other than as a result of money damages or other money payments.
Limitations of Right to Assume Defense. The Indemnifying Parties shall not be entitled to assume control of such defense and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Parties if the Third Party Claim is a criminal proceeding, action or indictment.
Limitations of Right to Assume Defense. The Company Representative shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by Parent if (i) the Parent Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Parent Third Party Claim seeks an injunction or equitable relief against Parent which is not merely incidental to a primary damage claim or claims for monetary damages; or (iii) there is a reasonable probability that a Parent Third Party Claim may materially and adversely affect Parent other than as a result of money damages or other money payments.
Limitations of Right to Assume Defense. Parent shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Company Representative if (i) the Company Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Company Third Party Claim seeks an injunction or equitable relief against a Company Indemnitee which is not merely incidental to a primary damage claim or claims for monetary damages; or (iii) there is a reasonable probability that a Company Third Party Claim may materially and adversely affect a Company Indemnitee other than as a result of money damages or other money payments.
Limitations of Right to Assume Defense. The Representative shall not be entitled to assume control of such defense and, subject to the limitations of Section 7.4, shall pay the reasonable fees and expenses of one counsel retained by Ascend or the Committee if the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation..
Limitations of Right to Assume Defense. The Indemnifying Parties shall not be entitled to assume control of such defense and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Parties if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnifying Parties which is not merely incidental to a primary damage claim or claims for monetary damages; or (iii) there is a reasonable probability that a Third Party Claim could result in a Material Adverse Effect of Holdco.
Limitations of Right to Assume Defense. The Indemnifying Party shall not be entitled to assume control of such defense if (a) the Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (b) the Claim seeks an injunction or equitable relief against any of the Indemnitees; (c) there is a reasonable probability that a Claim may materially and adversely affect the Indemnitees other than as a result of money damages or other money payments; or (d) if counsel for the Indemnitees concludes in good faith that there is a conflict of interest between the Indemnitees, or any one of them, and the Indemnifying Party, in connection with the matter that the Indemnifying Party desires to assume control of the defense.
Limitations of Right to Assume Defense. The Stockholders' Representatives or the Parent (as the case may be) shall not be entitled to assume control of such defense if: (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Third Party Claim seeks an injunction or equitable relief against Parent or the Stockholders' Representatives (as the case may be); or (iii) there is a reasonable probability that a Third Party Claim may materially and adversely affect Parent or the Stockholders' Representatives (as the case may be) other than as a result of money damages or other money payments.
Limitations of Right to Assume Defense. The Representative shall not be entitled to assume control of such defense and, subject to the limitations of Section 6.4, shall pay the reasonable fees and expenses of one counsel retained by Kitara if the Kitara Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation.
Limitations of Right to Assume Defense. Seller shall not be entitled to assume control of such defense if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Third Party Claim seeks an injunction or equitable relief against Buyer; or (iii) there is a reasonable probability that a Third Party Claim may materially and adversely affect Buyer other than as a result of money damages or other money payments.
