Conduct of Litigation a) Each Party indemnified under the provisions of this Agreement, upon receipt of written notice of any claim, or the service of a summons or other initial legal process upon it in any action instituted against it, in respect of the agreements contained in this Agreement, shall promptly give written notice of such claim, or the commencement of such action, or threat thereof to the Party from whom indemnity shall be sought hereunder; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying Party of any of its obligations hereunder except to the extent the indemnifying Party is prejudiced by such failure;
b) The indemnifying Party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying Party, which counsel may be any counsel reasonably satisfactory to the indemnified Party against whom such claim is asserted, or who shall be the defendant in such action, and such indemnified Party shall bear all fees and expenses of any additional counsel retained by it;
c) Notwithstanding the immediately preceding paragraph, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying Parties, and the indemnified Party has been advised by counsel that there may be a conflict between the positions of the indemnifying Party and the indemnified Party in conducting the defense of such action, or that there are legal defenses available to such indemnified Party different from or in addition to those available to the indemnifying Party, then the indemnified Party shall be entitled, at its election, to conduct such separate defense as is necessary to protect its own interests, at its own expense, if it is determined by agreement of the indemnifying Party and the indemnified Party or by a court of competent jurisdiction that the indemnified Party is entitled to indemnification hereunder for the Indemnified Amounts giving rise to such action;
d) If the indemnifying Party shall elect not to assume the defense of such claim or action, such indemnifying Party shall reimburse such indemnified Party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified Party in respect of such claim or action if it is determined by agreement of the ...
Conduct of Litigation. (A) Upon any Purchaser becoming aware of any claim, action or demand against it or matter likely to give rise to any of these in respect of the Warranties and Undertakings, the Purchasers shall and shall procure that the appropriate member of the Baltic Group shall:-
(i) as soon as practicable notify any of the Sellers by written notice after it appears to any Purchaser that such Seller may become liable under the Warranties or Undertakings or any assessment or claim of a third party received by or coming to the notice of any Purchaser may result in a claim under the Warranties or Undertakings;
(ii) subject to the Sellers indemnifying the relevant Purchaser to its reasonable satisfaction against any liability, costs, damages or expenses (including reasonable legal fees and out-of-pocket expenses) which may be incurred thereby take such action and give such information and access upon reasonable notice and during normal working hours to personnel, premises, chattels, documents and records to the Sellers and their professional advisers as the Sellers may reasonably request and the relevant member of the Baltic Group to take such action and give such information and assistance in order to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal any claim in respect thereof or adjudication with respect thereto as the Sellers may reasonably request;
(iii) at the request of the Sellers, allow the Sellers to take the sole conduct of such actions as the Sellers may deem appropriate in connection with any such assessment or claim in the name of the Purchasers or the appropriate member of the Baltic Group and in that connection the Purchasers shall give or cause to be given to the Sellers all such assistance as the Sellers may reasonably require in avoiding, disputing, resisting, settling, compromising, defending or appealing any such claim and shall at the Sellers' cost instruct such solicitors or other professional advisers as the Sellers may nominate to act on behalf of the Purchasers or the appropriate member of the Baltic Group, as appropriate, but to act in accordance with the Sellers' sole instructions Provided that the Sellers shall keep the Purchasers fully and promptly informed of the details of the action;
(iv) make no admission of liability, agreement, settlement or compromise with any third party in relation to any such claim or adjudication without the prior written consent of the Sellers (not to be unreasonably withheld or delayed); and
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Conduct of Litigation. (a) If any Action is made, brought, or threatened against the Indemnitee for which the Indemnitee may be indemnified under this Agreement, the Indemnitee shall, to the extent not inconsistent with any private insurance coverage obtained by the Company:
Conduct of Litigation. 22 ARTICLE 6 MISCELLANEOUS...................................................................24 6.01
Conduct of Litigation. If a Claim from a Third Party is made against Western Power or Western Power’s officers or employees in the circumstances described in clause 12.2, Western Power must, as soon as reasonably practicable after determining that the Claim falls within clause 12.2:
Conduct of Litigation. In case a Claim could arise with respect to any negotiation, dispute or litigation relating thereto with any third party for which only money damages are sought, the Seller or its Affiliates shall have the right at their expense to elect a legal and/or tax adviser to assist the Seller or its Affiliates in contesting and/or defending such Claim.
a. Purchaser will grant to the Seller or its Affiliates or their counsel all authorizations and all assistance reasonably necessary (at the Seller’s or its Affiliates expense) to enable them to defend such matter and to properly conduct any litigation resulting therefrom; and
b. Purchaser may retain separate co-counsel and participate in the defense of such Claim at its own expense; and
c. So long as the Seller or its Affiliates have assumed and are conducting the defense of such Claim neither the Purchaser nor its Affiliates shall acknowledge any liability or reach an agreement with respect to a fact or circumstance that may lead to a Claim without the prior written consent of Seller or its Affiliates (not to be unreasonably withheld or delayed); and
d. No indemnifying party hereunder may consent to the entry of any judgment that does not relate solely to monetary damages arising from any third party claim without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld). The indemnifying party shall permit the indemnified party to participate in, but not control, the defense of any such action or suit through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party. The Purchaser shall ensure that the Seller or its Affiliates can, if so requested by it, compromise or defend, at their own expense and by their own counsel, any such dispute. If the Seller or its Affiliates shall undertake to compromise or defend any such asserted liability, it shall promptly notify the Purchaser in writing of its intentions to do so. In case a Claim could arise with respect to any negotiation, dispute or litigation relating thereto with any third party for which equitable relief is sought, Purchaser shall have the right at their expense to contest or defend against such claim. Seller will grant to the Purchaser, its Affiliates and counsel all authorizations and all assistance reasonably necessary to enable them to defend such matter and to properly conduct any litigation resulting therefrom, at Seller’s reasonable e...
Conduct of Litigation. Buyer and Seller shall cooperate fully in the prosecution or defense of any action, proceeding or claim by or against any third Persons involving the Assets, Assumed Liabilities, Excluded Assets and Retained Liabilities, and shall consult and confer with one another with respect thereto, at no cost to Buyer, on the one hand, or Seller, on the other hand, other than reimbursement for out-of-pocket expenses.
Conduct of Litigation. 11.8.1. Where leave is not granted to ADVC to withdraw from the litigation and for ACT to conduct litigation in its own name, ADVC must:
11.8.1.1. upon ACT admitting its obligations under the indemnity in clause 11.1.1 or 11.1.2; and
11.8.1.2. to the extent that it is permitted by law, defend, arbitrate, appeal, settle or otherwise conduct the litigation as ACT may from time to time reasonable direct.
11.8.2. For the purpose of clause 11.8.1 ACT, must lodge security in a reasonable amount with ADVC to offset ADVC's cost of conducting the litigation at ACT's direction.
11.8.3. For the purpose of clause 11.8.1 ACT must lodge security in a reasonable amount with ADVC to offset ADVC's cost of conducting the litigation at ACT's direction.
Conduct of Litigation. No liability if loss is otherwise compensated for........... 2.5 Acts of the Purchaser.......................................
Conduct of Litigation. SALARIUS shall select counsel for any suit referred to in Section 10.2 above who shall be reasonably acceptable to HLBLS. HLBLS shall pay eighty percent (80%) and SALARIUS shall pay twenty percent (20%) of the costs of such suit, including, without limitation, attorneys’ fees and court costs. Any damages, settlement fees or other consideration for past infringement received as a result of such litigation shall be shared by SALARIUS and HLBLS pro rata based on their respective sharing of the costs of such litigation. If necessary HLBLS shall join as a party to the suit but shall be under no obligation to participate beyond its above obligation to pay eighty percent (80%) of the costs of such suit, except to the extent that such participation is required as the result of being a named party to the suit. HLBLS shall have the right to participate and be represented in any suit by its own counsel at its own expense. SALARIUS shall not settle any such suit involving rights of HLBLS without obtaining the prior written consent of HLBLS, which consent shall not be unreasonably withheld.
