Conduct of Defense. Notwithstanding anything to the contrary in this Section 8.2, the Party conducting the defense of a claim will (1) keep the other Party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other Party is not participating jointly in the defense of such claim), and (2) conduct the defense of such claim in a prudent manner.
Conduct of Defense. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within fifteen days of its receipt from the Indemnified Party of the Claim Notice, to conduct and control the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party and the Indemnifying Party shall have the right subject to the terms of the Escrow Agreement, TO withdraw funds from the Escrow to pay for the conduct of Such Defense, and shall not be liable for any legal expenses incurred in connection with such Third Party Claim by the Indemnitee subsequent to the receipt of such Defense Notice, except as otherwise provided herein. When the Indemnifying Party conducts and controls the defense, the Indemnified Party shall have the right to approve the defense counsel representing the Indemnifying Party in such defense, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's approval, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall have the right to withdraw from the defense of any Third Party Claim with respect to which the Indemnifying Party had previously delivered a Defense Notice at any time upon reasonable notice to the Indemnified Party.
Conduct of Defense. Any party granted the right to direct the defense of a claim pursuant to this Article shall: (a) keep the other parties to this Agreement fully informed of the action, suit, or proceeding at all stages of the matter, whether or not represented; (b) promptly submit to the other parties copies of all pleadings, responsive pleadings, motions, and other similar legal documents and papers received in connection with the action, suit, or proceeding; (c) permit the other parties to this Agreement and their counsel, to the extent practicable, to confer on the conduct of the defense of the action, suit, or proceeding; and (d) to the extent practicable, permit the other parties to this Agreement and their counsel an opportunity to review all legal papers to be submitted before the submission. Subject to an appropriate confidentiality agreement, the parties shall make available to each other and each other's counsel and accountants all of the books and records relating to the action, suit, or proceeding, and each party shall render to the other any assistance as may be reasonably required in order to insure the proper and adequate defense of the action, suit, or proceeding.
Conduct of Defense. With respect to any Claim as to which an Indemnitee notifies an Indemnitor of the commencement thereof:
Conduct of Defense. In the event that an action described in subparagraph 10.4 is commenced against Grantee in any jurisdiction, A-55 hereby authorizes Grantee to join A-55 in said action as either an additional original defendant or third party defendant.
Conduct of Defense. Except as otherwise provided in Section 5.21, the Reliant Indemnifying Parties shall have the right to direct (at their own expense), through counsel of their own choosing, which counsel shall be reasonably satisfactory to the Alkermes Indemnified Party, the defense or settlement of any claim or proceeding the subject of indemnification hereunder. If the Reliant Indemnifying Parties elect to assume the defense of any such claim or proceeding, the Alkermes Indemnified Party may participate in such defense at its own expense (unless (i) the Reliant Indemnifying Parties are also parties against whom the Third Party Claim is made and the Alkermes Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Reliant Indemnifying Parties fails to provide reasonable assurance to the Alkermes Indemnified Party of its financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim). The Alkermes Indemnified Party shall provide the Reliant Indemnifying Parties and their representatives with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Reliant Indemnifying Parties and their representatives in the defense or settlement thereof, and the Reliant Indemnifying Parties shall reimburse the Alkermes Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If the Reliant Indemnifying Parties elect to direct the defense of any such claim or proceeding, the Alkermes Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Reliant Indemnifying Parties consent in writing to such payment or unless the Reliant Indemnifying Parties withdraw from the defense of such asserted liability or unless a final judgment from which no appeal may be taken by or on behalf of the Reliant Indemnifying Parties is entered against the Alkermes Indemnified Party for such liability. No settlement in respect of any Third Party Claim may be effected by the Reliant Indemnifying Parties without the Alkermes Indemnified Party's prior written consent unless the settlement involves a full and unconditional release of the Alkermes Indemnified Party without any admission of fault by the Alkermes Indemnified Party; provided, however, that in any case in which the Alkermes Indemnified Party wi...
Conduct of Defense. If any action, proceeding, claim or demand shall be brought or asserted against a Buyer Indemnified Party or Seller Indemnified Party (as the case may be) or any of them in respect of which the relevant Seller Indemnifier or Buyer Indemnifier (as the case may be) is or may be liable to indemnify as herein provided, any such Buyer Indemnified Party or Seller Indemnified Party (as the case may be) shall promptly notify such Seller Indemnifier or Buyer Indemnifier (as the case may be) in writing, and shall employ such legal advisers as such Buyer Indemnified Party or Seller Indemnified Party (as the case may be) may select, except that failure to provide such notice shall not relieve the relevant Indemnifier of its obligations hereunder unless such Seller Indemnifier or Buyer Indemnifier (as the case may be) is materially prejudiced thereby.
Conduct of Defense. In case any action shall be brought against any Indemnified Party and it shall notify an Indemnifying Party of the commencement thereof, such Indemnifying Party shall be entitled to participate therein, and to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, such Indemnifying Party shall not be xxxxxx to such Indemnified Party under Section 9.2 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof other than reasonable costs of investigation.
Conduct of Defense. The indemnifying party's defense attorneys must be reasonably experienced and qualified in the areas of litigation applicable to the defense. The indemnifying party has the right to assert any defenses, causes of action or counterclaims arising from the subject of the Claim available to the indemnified party and also has the right to settle the Claim, subject to the indemnified party's prior written consent to the extent the settlement affects the rights or obligations of the indemnified party. The indemnified party agrees to provide the indemnifying party with reasonable assistance, as may be reasonably requested by the indemnifying party in connection with any defense, including, without limitation, providing the indemnifying party with information, documents, records and reasonable access to the indemnified party as the indemnifying party reasonably deems necessary.
Conduct of Defense. The Indemnified Party shall permit the Indemnifying Parties to assume the defense of any Claim. The counsel who shall conduct the defense of such Claim shall be approved by the Indemnified Party, who shall not withhold such approval unreasonably. The Indemnified Party may participate in such defense at the Indemnified Party's expense.
