Common use of Right to Participate in the Defense Clause in Contracts

Right to Participate in the Defense. Without limiting Section 13.3.2 or Section 13.3.3, any SPA Indemnitee or RTU Indemnitee (as applicable) shall be entitled to participate in, but not control, the defense of a Third Party Claim and to retain counsel of its choice for such purpose; provided that such retention shall be at its own expense unless, (i) the indemnifying Party has failed to assume the defense and retain counsel in accordance with Section 13.3.2 (in which case the indemnified Party shall control the defense), or (ii) the interests of the Indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in the Defense. Without limiting Section 13.3.2 16.3.2 or Section 13.3.316.3.3, any SPA Takeda Indemnitee or RTU Sucampo Indemnitee (as applicable) shall be entitled to participate in, but not control, the defense of a Third Party Claim and to retain counsel of its choice for such purpose; provided that such retention shall be at its own expense unless, (ia) the indemnifying Party has failed to assume the defense and retain counsel in accordance with Section 13.3.2 16.3.2 (in which case the indemnified Party shall control the defense), or (iib) the interests of the Indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in the Defense. Without limiting Section 13.3.2 16.4(a) or Section 13.3.3, 16.4(b) any SPA Indemnitee or RTU Indemnitee (as applicable) shall be entitled to participate in, but not control, the defense of a Third Party Claim and to retain counsel of its choice for such purpose; provided provided, however, that such retention shall be at its the Indemnitee’s own expense unless, (ia) the indemnifying Indemnifying Party has failed to assume the defense and retain counsel in accordance with Section 13.3.2 16.4(a) (in which case the indemnified Indemnified Party shall control the defense), or (iib) the interests of the Indemnitee and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties Parties under Applicable LawLaws, ethical rules or equitable principles.

Right to Participate in the Defense. Without limiting Section 13.3.2 14.2.4 or Section 13.3.314.2.5, any SPA Abbott Indemnitee or RTU Sucampo Indemnitee (as applicable) shall be entitled to participate in, but not control, the defense of a Third Party Claim and to retain counsel of its choice for such purpose; provided that such retention shall be at its own expense unless, (ia) the indemnifying Party has failed to assume the defense and retain counsel in accordance with Section 13.3.2 14.2.4 (in which case the indemnified Party shall control the defense), or (iib) the interests of the Indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in the Defense. Without limiting Section 13.3.2 14.3.2 or Section 13.3.314.3.3, any SPA Indemnitee or RTU Indemnitee (as applicable) shall be entitled to participate in, but not control, the defense of a Third Party Claim and to retain counsel of its choice for such purpose; provided that such retention shall be at its own expense unless, (i) the indemnifying Party has failed to assume the defense and retain counsel in accordance with Section 13.3.2 14.3.2 (in which case the indemnified Party shall control the defense), or (ii) the interests of the Indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in the Defense. Without limiting Section 13.3.2 14.2.4 or Section 13.3.314.2.5, any SPA Xxxxxx Indemnitee or RTU Sucampo Indemnitee (as applicable) shall be entitled to participate in, but not control, the defense of a Third Party Claim and to retain counsel of its choice for such purpose; provided that such retention shall be at its own expense unless, (ia) the indemnifying Party has failed to assume the defense and retain counsel in accordance with Section 13.3.2 14.2.4 (in which case the indemnified Party shall control the defense), or (iib) the interests of the Indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under Applicable Law, ethical rules or equitable principles.