Separate Defense Clause Samples

Separate Defense. Unless the Parties otherwise agree, Medtronic shall have the exclusive right, at its sole expense, to defend any Third Party Claim that may be brought against Medtronic and shall have the sole right and authority to settle any such Third Party Claim; provided, however, that Medtronic shall not enter into any settlement that adversely affects CardioMEMS’ rights or interests in the CardioMEMS Intellectual Property or the Jointly

Separate Defense. Unless the Parties otherwise agree, CLDA shall have the exclusive right, at its sole expense, to defend any Third Party Claim that may be brought against CLDA and shall have the sole right and authority to settle any such Third Party Claim; provided, however, that CLDA shall not enter into any settlement that materially adversely affects AVRX’s rights or interests without AVRX’s written consent, such consent not to be

Separate Defense. ▇▇. ▇▇▇▇▇ shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of ▇▇. ▇▇▇▇▇ unless: (i) the Company has agreed in writing to pay such fees and expenses; or (ii) the Company shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to ▇▇. ▇▇▇▇▇ in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both ▇▇. ▇▇▇▇▇ and the Company, and ▇▇. ▇▇▇▇▇ shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent ▇▇. ▇▇▇▇▇ and the Company (in which case, if ▇▇. ▇▇▇▇▇ notifies the Company in writing that he elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Company). The Company shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of ▇▇. ▇▇▇▇▇, effect any settlement of any pending Proceeding in respect of which ▇▇. ▇▇▇▇▇ is a party, unless such settlement includes an unconditional release of ▇▇. ▇▇▇▇▇ from all liability on claims that are the subject matter of such Proceeding.

Separate Defense. Notwithstanding the foregoing, the relevant S&S Indemnitees shall retain, and may assume, or reassume sole control over every aspect of the legal defense that they believe is not the subject of the defense and indemnifica- tion provisions of this Article.

Separate Defense. Each Covered Person shall be entitled to defend against and deal with any Covered Claim which shall be asserted against such Covered Person in such manner as such Covered Person reasonably deems to be in such Person’s best interests, including retention of counsel to investigate and deal with such claim, payment of the full amount claimed, settlement of such claim or defense against such claim to ultimate resolution.