Shared Defense Sample Clauses

Shared Defense. Each party may elect to share the defense of a Third Party Claim the defense of which has been assumed by the other party pursuant to Section 9.03(b)(ii). In that event, the Indemnified Party shall so notify the Indemnifying Party in writing. Thereafter, the Indemnifying Party and the Indemnified Party shall participate on an equal basis in the defense, management and control of any such claim. The Indemnifying Party and the Indemnified Party shall select mutually satisfactory counsel, independent contractors and consultants to conduct the defense or settlement thereof (the costs and expenses of which shall be shared equally by the Indemnifying Party and the Indemnified Party), and shall at all times diligently and promptly pursue the resolution thereof.

Shared Defense. A. Nothing in this Agreement prevents the Participants from discussing and entering into a Joint Defense Privilege and Confidentiality Agreement (JDPCA). B. Ultimate approval of executing the JDPCA rests with the legislative bodies of the local government Signatories and the Chief of the Washington State Patrol or his or her designee. Signatories are not required to enter into a JDPCA, and a Signatory may decline to enter into a JDPCA. C. Should a JDPCA be signed each Signatory understands that it is represented only by its own legal counsel and that each legal counsel who may sign a JDPCA for his or her client has a duty to preserve confidences disclosed to them by their client. D. The existence of a JDPCA does not alter, void or diminish the authority of a Signatory to separately resolve, settle or move to dismiss litigation where a Signatory is a defendant or third-party defendant. However, the Clallam County PAO requests that it be kept reasonably advised of any effort by a Signatory to separately resolve, settle or dismiss a lawsuit against that Signatory when such lawsuit has OPNET or any other Signatory as a named party.

Shared Defense. In the event that any Third Party Claim is brought or filed against Collagen, any member of the Collagen Group, Technologies or any member of the Technologies Group for any infringement or misappropriation of any third party Intellectual Property Rights based on or arising out of: (i) Collagen's making, using, selling, offering for sale, marketing or promoting technology, products or processes incorporating Retained Technology or Transferred Technology in the Collagen Field prior to the Effective Date or (ii) Collagen's making, using, selling, offering for sale, marketing or promoting technology, products or processes incorporating Licensed Technology in the Collagen Field after the Effective Date, then Collagen will have the first right to defend against or settle any Third Party Claim; provided, however, that Technologies: (i) cooperates fully with Collagen in such defense; and (b) Technologies funds twenty-five percent (25%) of all expenses associated with such defense, including without limitation attorneys and expert fees and court or other administrative agency costs. Technologies will have the right to participate, in a non-controlling manner and at its sole expense in such defense by Collagen. If Collagen declines to defend such Third Party Claim, then Technologies shall have the right to defend or settle such Third Party Claim; provided that Collagen: (x) cooperates fully with Technologies in such defense and (y) Collagen funds seventy-five percent (75%) of all expenses associated with such defense, including without limitation attorneys and expert fees and court or other administrative agency costs. Collagen will have the right to participate, in a non-controlling manner and at its sole expense in such defense by Technologies. Without regard to which party controls defense of such third party claim, suit or proceeding, each party agrees that it will: (k) share with the other party any Liabilities or monetary recoveries resulting from such Third Party Claim, with twenty-five (25%) of such amount payable to or by Technologies, and the remainder of such amount payable to or by Collagen; and (l) not settle such Third Party Claim prior to receiving approval from the other party, which approval shall not be unreasonably withheld.