Control of Action. If the Indemnifying Party delivers a Notice of Election relating to any claim for indemnification within the required notice period, so long as it is actively defending such claim, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) where the Indemnified Party is so represented, the Indemnifying Party shall keep counsel of the Indemnified Party informed of each step in the handling of any such claim; (iii) the Indemnified Party shall provide, at the Indemnifying Party’s request and expense, such assistance and information as is available to the Indemnified Party for the defense and settlement of such claim; and (iv) the Indemnifying Party shall inform the Indemnified Party of any non-monetary settlement of such claim or ceasing to defend against such claim.
Control of Action. IceCure shall have the right, but not the obligation, to bring and control any action or proceeding with respect to alleged or threatened infringement by a Third Party in the Territory of any IceCure Patent (“Infringement By Third Party”) at its own cost. IceCure shall keep Terumo reasonably informed of any such actions or proceedings, and the Parties shall cooperate and consult with each other in strategizing regarding any such action or proceeding; provided that IceCure shall control and have the right to make all final decisions (regardless of whether or not Terumo is a party to such action or proceeding) regarding all matters in the preparation and conduct of any such action or proceeding. If the Infringement By Third Party is with respect to Product and may affect the amount of Terumo’s distribution of the Products in the Territory under this Agreement , and IceCure does not bring such action or proceeding within a reasonable time frame, without the release of IceCure’s obligation in the preceding sentence, Terumo shall be exempted from the obligation to purchase Minimum Purchase Amount set forth in Exhibit 6.4 (“MPA Exemption”), and also may terminate this Agreement pursuant to Section 12.2 of this Agreement.
Control of Action. If the indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, so long as it is actively defending such claim, the indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Party seeking indemnification shall be entitled to participate in the defense of such claim and to employ counsel (reasonably acceptable to the indemnifying Party) at its own expense to assist in the handling of such claim provided there is no conflict of interest and that such participation would not adversely affect the conduct of the proceedings; (ii) where the Party seeking indemnification is so represented, the indemnifying Party shall keep counsel of the Party seeking indemnification informed of each step in the handling of any such claim; and (iii) the Party seeking indemnification shall provide, at the indemnifying Party’s request and expense, such assistance and information as is available to the Party seeking indemnification for the defense and settlement of such claim and (iv) the indemnifying Party shall notify the Party seeking indemnification before entering into any non-monetary settlement of such claim or ceasing to defend against such claim. After the indemnifying Party has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph, the indemnifying Party shall not be liable to the Party seeking indemnification for any legal expenses incurred by the Party seeking indemnification in connection with the defense of that claim. In addition, the indemnifying Party shall not be required to indemnify the Party seeking indemnification for any amount paid or payable by the Party seeking indemnification in the settlement of any claim for which the indemnifying Party has delivered a timely Notice of Election if such amount was agreed to without the prior written consent of the indemnifying Party.
Control of Action. 10 8.5 Insurance.......................................................... 10
Control of Action. In the event any lawsuit for which indemnity ----------------- is applicable, Aastrom will control the defense and selection of defense counsel, and SeaMED will be entitled to participate therein by selecting co- counsel reasonably satisfactory to Aastrom. Aastrom shall have the right to direct and control such defense, to settle any dispute, and SeaMED shall be responsible for payment of any settlement to which SeaMED has consented, such consent not to be unreasonably withheld. In conducting the defense and negotiating any settlement, Aastrom's counsel shall give due consideration to suggestions of SeaMED's co-counsel.
Control of Action. OBIO shall bring and control any action or proceeding with respect to alleged or threatened infringement by a Third Party in the Primary Territories of any OBIO Patent at OBIO’s cost and expense, to the extent such action is commercially viable to protect the Parties’ interests in the distribution of Product within the Territory. OBIO shall keep Terumo reasonably informed of any such actions or proceedings, and the Parties shall cooperate and consult with each other in strategizing regarding any such action or proceeding; provided that OBIO shall control and have the right to make all final decisions (regardless of whether or not Terumo is a party to such action or proceeding) regarding all matters in the preparation and conduct of any such action or proceeding. If OBIO does not bring such action or proceeding within a reasonable time frame, without the release of OBIO’s obligation in the preceding sentence, Terumo shall thereafter have the right, but not the obligation, to bring and control such action or proceeding, and be reimbursed by XXXX half of the incurred out-of-pocket costs and expenses. OBIO shall have the right, at its expense, to be represented in any such action or proceeding brought by Terumo by counsel of XXXX’s choice. In any such action or proceeding brought by Terumo, Terumo shall keep OBIO fully informed of all activities and results and shall consult with OBIO regarding the strategy for and conduct of such action or proceeding, and OBIO shall have the right to approve all material activities and decisions of Terumo in such action or proceeding, such approval not to be unreasonably withheld, conditioned or delayed. Each Party shall cooperate fully with the other Party with respect to actions or proceedings under this Section 12.3, including being joined as a party plaintiff in any such action or proceeding and providing access to relevant documents and other evidence and making its employees available at reasonable business hours, with the costs of such cooperation to be included as shared costs for actions or proceedings.
Control of Action. 9 7.5 Insurance........................................................ 9 Exhibit 10.41 "Confidential Treatment Requested"
Control of Action. Each Party shall share with the other Party all information available to it regarding such alleged or threatened infringement by a Third Party. Zogenix shall have the sole right, but not the obligation, to bring and control any action or proceeding with respect to alleged or threatened infringement by a Third Party in the Territory of any Zogenix Patent at Zogenix’s cost and expense. If Zogenix elects to commence a suit to enforce the applicable Zogenix Patent against such infringements, then Distributor shall have the right to join such enforcement action, if permitted by Applicable Law, upon notice to Zogenix and be represented by a counsel of its own choice at its own cost and expense. Zogenix shall keep Distributor reasonably informed of any such actions or proceedings and consider in good faith any comments or requests made by Distributor, and the Parties shall cooperate and consult with each other in strategizing regarding any such action or proceeding, provided that Zogenix shall control and have the right to make all final decisions (regardless of whether or not Distributor is a party to such action or proceeding) regarding all matters in the preparation and conduct of any such action or proceeding. Each Party shall cooperate fully with the other Party with respect to actions or proceedings under this Section 9.3, including being joined as a party US-DOCS\105216871.19 plaintiff in any such action or proceeding and providing access to relevant documents and other evidence and making its employees available at reasonable business hours, with the costs of such cooperation to be included as shared costs for actions or proceedings brought hereunder.
Control of Action if reasonably requested by the Securityholders’ Representative within thirty (30) days from receipt of the notice referred to in 8.5(a) or such shorter period as the Purchaser has notified the Indemnifying Parties is required by applicable Law to commence such contest, and provided that the Securityholders’ Representative has, on behalf of the Indemnifying Parties, acknowledged to the Purchaser that the Third Party Claim is covered by the indemnity herein:
(i) the Purchaser must at the expense of the Indemnifying Parties in good faith contest the validity, applicability or the amount of such Third Party Claim by all reasonable proceedings or, at the option of the Securityholders’ Representative, will be entitled to conduct such contestation or, if the contestation thereof is not in the control of the Purchaser, exercise any rights in respect of the Third Party Claim as instructed by the Securityholders’ Representative from time to time; and
(ii) the Securityholders’ Representative will (at the experience of the Indemnifying Parties) be entitled to control all aspects of the Third Party Claim, including dealings with Governmental Entities or third parties;
Control of Action. If a third party asserts that the Trademarks or the License (collectively, the “Rights”) infringe upon such third party’s rights, Kindred shall take such action as is necessary to protect and validate the Rights including, without limitation, arbitration, mediation, litigation, or settlement. If a third party is infringing or threatens to infringe the Rights, as determined by Kindred, Kindred may also take such action(s). If Kindred pursues any action, Kindred shall pay all costs and expenses, including attorneys’ fees, incurred in connection therewith and Kindred shall be entitled to receive and retain all amounts awarded as damages, profits, or otherwise in connection with such suits.
