CLAIM DEFENSE Sample Clauses

CLAIM DEFENSE. The Underwriter shall have the right and duty to defend any Claim covered this Coverage Section, even if any of the allegations are groundless, false or fraudulent. The Underwriter’s duty to defend any Claim shall cease upon exhaustion of the applicable Limit of Liability applicable to such Claim. The Underwriter shall have the right to select and appoint counsel to defend against any Claim. The Underwriter may appoint different defense counsel to represent different Insureds, but only if required due to an actual conflict of interest.
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CLAIM DEFENSE. Any party obligated to provide indemnification hereunder with respect to a Claim shall be entitled to control the defense and settlement of the Claim, provided the indemnifying party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of the Claim. The indemnified party shall reasonably cooperate in the investigation, defense and settlement of a Claim for which indemnification is sought hereunder and shall provide prompt notice of the Claim to the indemnifying party. The indemnified party shall have the right to retain separate legal counsel at its own expense.
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CLAIM DEFENSE. Each Party to this Agreement shall make available to the other Party to this Agreement all information in its possession reasonable to the defense of any claim. Should School deny Provider access to any medical or other records pertaining to or regarding Services provided by or on behalf of Provider, School agrees to indemnify and hold Provider harmless from and against any and all costs and damages, including but not limited to attorney’s fees and court costs, that Provider may incur as a result of School’s denial of access to records; and School agrees and stipulates to Provider’s acquisition of an injunction imposed by any court with jurisdiction against School, which such injunction would compel School to grant Provider access to such records.
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CLAIM DEFENSE. 1. If the CyberRisk Declarations shows that the Insurer has the duty to defend Claims, the Insurer:
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CLAIM DEFENSE. 1. If the CyberRisk Declarations shows that the Insurer has the duty to defend Claims, the Insurer: a. has the right and duty to defend covered Claims, even if groundless or false; b. has the right to select defense counsel for such Claims; and c. has no duty to defend, or to continue to defend, Claims after the applicable Limit has been exhausted. 2. If the CyberRisk Declarations shows that the Insurer does not have the duty to defend Claims: a. the Insured has the duty to defend Claims; b. the Insurer has the right to participate in the selection of defense counsel; c. the Insurer has the right to participate in the investigation, defense, and settlement of such Claims; d. subject to the applicable Limit, the Insurer will reimburse the Insured for Defense Costs; e. upon written request, the Insurer will advance Defense Costs; and f. advanced Defense Costs will be repaid to the Insurer to the extent that the Insured is not entitled to such payment. 3. With respect to a Claim, the Insured will not, without the Insurer’s prior written consent: a. make an offer to settle, or settle, a Claim; b. admit liability; or c. except at the Insured’s own cost, make a voluntary payment, pay or incur Defense Costs or other expense, or assume any obligation. Cyber Crime And Business Loss Change. The Cyber Crime and Business Loss Insuring Agreements will end upon: 1. a Change Of Control; or 2. the voluntary liquidation or dissolution of the Named Insured.
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CLAIM DEFENSE. 1. The Company will have the right and duty to defend any Claim even if the allegations are groundless, false or fraudulent, including the right to select defense counsel with respect to such Claim; provided, that the Company will not be obligated to defend or to continue to defend any Claim after the applicable limit of liability has been exhausted by payment of Loss.
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Related to CLAIM DEFENSE

  • Notice; Defense of Claims An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

  • Third Party Infringement Claims If the production, sale, offer for sale, or use of the Compound or Product pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against La Jolla or BioMarin CF (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, each Party shall have the right to defend itself against a suit that names such Party as a defendant; provided, however, that the other Party may participate in the defense and/or settlement thereof at its own expense with counsel of its choice. The Party who is subject to the Infringement Action agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the manufacture, use or sale of the Compound or Products within the Territory, or that admits the infringement or validity of any Third Party Patent, without the approval of the other Party, such approval not to be unreasonably withheld. In any event, each Party shall reasonably assist the other Party and cooperate in connection with any litigation in which such Party is not that named as a defendant, at the defending Party’s request and expense. Further, the Party that is subject to the Infringement Action agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action. The out-of-pocket costs incurred by the Parties in defending an Infringement Action (other than any expenses incurred by the Party who has elected to participate in the defense and/or settlement thereof at its own expense with counsel of its choice as provided above) shall in accordance with this Section 11.4 shall be shared as Other Operating Expense pursuant to the Financial Appendix.

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