Conduct of Action Sample Clauses

Conduct of Action. The Party initiating suit shall have the sole and exclusive right to select counsel for any suit initiated by it under Section 6.3(b). If required under applicable Law in order for such Party to initiate and/or maintain such suit, the other Party shall join as a party to the suit. If requested by the Party initiating suit, the other Party shall provide reasonable assistance to the Party initiating suit in connection therewith. The other Party shall have the right to participate and be represented in any suit described in Section 6.3(b) by its own counsel at its own expense. The Party initiating suit as provided in Section 6.3(b) shall (i) keep the other Party promptly informed, (ii) from time to time consult with the other Party regarding the status of any such suit or action, (iii) provide the other Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action, and (iv) cannot, without such other Party’s consent, settle such suit in any manner which would (A) have an adverse effect on such other Party’s Patent Rights or such other Party’s Program Rights hereunder or (B) be an admission of liability on behalf of such other Party (provided, however, that the Party initiating such suit may settle such suit without such consent if such settlement involves only the receipt of money from, or the payment of money to, such Third Party and the Party initiating such suit makes all such payments to such Third Party).

Conduct of Action. The Party initiating suit shall have the sole and exclusive right to select counsel for any suit initiated by it under this Section 5.4. If required under applicable law in order for such Party to initiate and/or maintain such suit, the other Party shall join as a party to the suit. If requested by the Party initiating suit, the other Party shall provide reasonable assistance to the Party initiating suit in connection therewith at no charge to such Party except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. The Party initiating suit shall assume and pay all of its own out-of-pocket costs incurred in connection with any litigation or proceedings described in this Section 5.4, including the fees and expenses of the counsel selected by it. The other Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense.

Conduct of Action. Except as otherwise set forth in this Paragraph 6 below, the Indemnitor shall have the right and obligation, at its cost, to (i) conduct the defense of the subject Action and (ii) defend or counterclaim or institute any action it may deem appropriate. Indemnitee shall have the right, in Indemnitee's sole discretion and at Indemnitee's cost, to have co-counsel in such Action. Each Indemnitor agrees to act promptly and judiciously in connection with any Action in respect of which indemnification may be required in accordance with this Paragraph 6 and each Indemnitee agrees to cooperate fully with the Indemnitor and to take all such steps as the Indemnitor may reasonably require. In the case of an Action which an Indemnitee considers, in its reasonable judgment, to be capable of materially adversely affecting the ability of the Indemnitee to continue its operations in the ordinary course of business or to be capable of having a material adverse effect on the Assets or any part thereof (a "Restraining Action"), the Indemnitee shall have the right to assume the conduct of the Restraining Action by giving written notice to the Indemnitor advising of its decision to assume the conduct of such Restraining Action. In the event of any such assumption, the reasonable cost of defending such Restraining Action shall be borne by each Indemnitor. In the event that an Indemnitee assumes the defense of a Restraining Action, each Indemnitor agrees to cooperate fully in connection with such Restraining Action; provided, however, that the Indemnitee shall not have the right to bind the Indemnitor to any settlement without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. However, any judgment or other determination rendered in such Restraining Action shall be binding upon each Indemnitor and shall be subject to the indemnity obligations of each Indemnitor hereunder.