Control of Actions Sample Clauses

Control of Actions. While RemainCo and SpinCo shall have the right to participate in the coordination of legal strategy of the BSI Litigation, SpinCo shall have the right to maintain control over the investigation, defense and/or settlement of the BSI Litigation; provided, however, that if SpinCo settles the BSI Litigation without RemainCo’s consent, RemainCo shall have the right, but not the obligation, to assume control over any remaining investigation, defense and/or settlement of the BSI Litigation. RemainCo or SpinCo shall have the right to maintain control over the investigation, defense and/or settlement of any Article IX Third Party Claims relating to the RemainCo Business and the SpinCo Business, respectively. Nothing contained in this Agreement shall prevent either RemainCo or SpinCo from settling without the other’s consent.

Control of Actions. (a) Owner will have the right to assume some or all of the control or defense of any Action, including by transfer of some or all of the control or defense of such Action to the prior servicer or other third party settlement; provided, however, that the Owner shall not enter into any settlement that obligates Oversight Servicer to take any action, incur any expense, or make any admission of guilt without Oversight Servicer’s prior written consent, and further provided that Oversight Servicer shall have the right to be represented by independent counsel of their own choosing, at their own cost and expense, in connection with such claim or suit. In connection therewith, Oversight Servicer will make available such information and assistance as Owner or such prior servicer or other third party may reasonably request, including any witnesses, pertinent records, materials, and information in Oversight Servicer’s possession or under Oversight Servicer’s control. (b) If Oversight Servicer retains control over the defense of an Action as permitted herein, Oversight Servicer and Owner (and to the extent requested by Owner, the prior servicer or other third party) will confer in good faith, and Oversight Servicer will reasonably consider suggestions from Owner and its counsel regarding the control or defense of the Action. The parties may jointly agree upon counsel reasonably acceptable to such parties to represent them to defend the Action, and when appropriate, will enter into joint defense agreements for retaining joint counsel. Oversight Servicer will follow any directions from Owner to xxxx all or any portion of the Losses or any cost or expenses of the defense of such Action to a third party, provided that Owner will remain liable for such amounts to the extent provided in this Agreement.

Control of Actions. (a) Promptly after receipt by an Indemnified Person under Section 9.1 or 9.2 of notice of the commencement of any investigation, litigation or proceeding (each, an “Action”), such Indemnified Person will, if a claim in respect thereof is to be made against the Borrower or the Servicer under Section 9.1 or 9.2, as applicable, notify the Borrower and/or the Servicer, as the case may be, in writing of the commencement thereof; but the failure so to notify the Borrower and the Servicer (i) will not relieve it from liability under Section 9.1 or 9.2 unless and to the extent such failure results in the forfeiture by the Borrower or the Servicer of substantial rights and defenses and (ii) will not, in any event, relieve the Borrower or the Servcier from any obligations to any Indemnified Person other than the indemnification obligations provided in Sections 9.1 and 9.

Control of Actions. NSI shall have the sole right to initiate any and all legal proceedings against any such third party and, without limiting the generality of Section 2.2 of Article II hereof, NSMY shall cooperate with NSI in the pursuit of any such proceeding. NSI shall retain any damage award obtained from such third party.

Control of Actions a. Promptly after receipt by an Indemnified Person under Section 9.1 or 9.2 of notice of the commencement of any investigation, litigation or proceeding (each, an “Action”), such Indemnified Person will, if a claim in respect thereof is to be made against the Borrower or the Servicer under Section 9.1 or 9.2, as applicable, notify the Borrower and/or the Servicer, as the case may be, in writing of the commencement thereof; but the failure so to notify the Borrower and the Servicer (i) will not relieve it from liability under Section 9.1 or 9.2 unless and to the extent such failure results in the forfeiture by the Borrower or the Servicer of substantial rights and defenses and (ii) will not, in any event, relieve the Borrower or the Servicer from any obligations to any Indemnified Person other than the indemnification obligations provided in Sections 9.1 and 9.2. Each Indemnified Person shall keep the Borrower and/or the Servicer, as the case may be, regularly apprised of all relevant details regarding any Action to which it is a party. b. The Borrower or the Servicer, as the case may be, shall be entitled to appoint counsel of the Borrower’s or the Servicer’s choice at the Borrower’s or the Servicer’s respective expense to represent the Indemnified Person in any Action for which indemnification is sought (in which case the Borrower or the Servicer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person or Persons except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Borrower’s or the Servicer’s election to appoint counsel to represent the Indemnified Person in an Action, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Borrower or the Servicer, as the case may be, shall bear the reasonable and documented fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Borrower or the Servicer to represent the Indemnified Person would present such counsel with an ethical conflict of interest, (ii) the actual or potential defendants in, or targets of, any such Action include the Indemnified Person and the Borrower or the Servicer and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Persons which are different from or additional to those availabl...

Control of Actions. While RemainCo shall have the right to participate in the coordination of legal strategy of the BSI Litigation, SpinCo shall have the right to maintain control over the investigation, defense and/or settlement of the BSI Litigation as long as SpinCo has not settled the BSI Litigation without RemainCo’s consent. If SpinCo settles the BSI Litigation without RemainCo’s consent, RemainCo shall have the right, but not the obligation, to assume control over any remaining investigation, defense and/or settlement of the BSI Litigation. RemainCo or SpinCo shall have the right to maintain control over the investigation, defense and/or settlement of any Article IX Third Party Claims relating to the RemainCo Business and the SpinCo Business, respectively. Nothing contained in this Agreement shall prevent either RemainCo or SpinCo from settling without the other’s consent.

Control of Actions. In respect of any matter that falls within this Section 1.6, BSN shall, in its absolute discretion, decide what action to take (if any) with respect to such matter and shall have sole control over any action that it deems necessary, and shall be entitled to all damages and other sums that may be paid or awarded as a result of that action.

Control of Actions. Subject to any restrictions Amicus may have under a Third Party agreement covering the Amicus Patents included in the Licensed Technology (including the Background License Agreements), GSK will determine whether or not to take whatever legal or other action is required in response to activities in the Territory requiring notice under Section 8.1(a), (c) or (d) to the extent such activities specifically relate to Compound or Product (“Protective Action”). If GSK determines that such Protective Action is warranted, in its sole discretion, then, subject to any restrictions Amicus may have under a Third Party agreement covering the Amicus Patents included in the Licensed Technology (including the Background License Agreements), GSK shall, at GSK’s expense, commence, prosecute and control such Protective Action, including the settlement thereof and the granting of any licenses or sublicense within the scope of the License in the Territory under any Amicus Intellectual Property or Program Improvement licensed to GSK hereunder. Amicus will cooperate with GSK in such action, including being joined as a Party to such action if such joinder is necessary for standing. Each Party may be represented by counsel of its own selection at its own expense in such Protective Action. Any recovery obtained as a result of such Protective Action and attributable to activities in the Territory, whether by judgment, award, decree, or settlement, will, after reimbursement of the Parties for their reasonable costs and expenses associated with such Protective Action, be treated as Net Sales of Product. To the extent such recovery is insufficient to reimburse the Parties’ associated reasonable costs and expenses fully, then a Party’s share of such recovery will be the product of the total amount recovered with that Party’s reasonable costs and expenses divided by the sum of both Parties’ reasonable costs and expenses. The Party responsible pursuant to Section 7.2, 7.3 or 7.6 above, as applicable for prosecution and maintenance of the relevant Patent described in Section 8.1(b), and Section 8.1(e) shall determine whether or not to take whatever legal or other action is required with respect to the activities described in Section 8.1(b) and Section 8.1(e). For the avoidance of doubt, Amicus will determine and control any legal or other action in response to activities equivalent to those described in Section 8.1(a), Section 8.1(c) and Section 8.1(d) that do not specifically relate to Com...

Control of Actions. The Joint Steering Committee will determine whether or not to take whatever legal or other action is required in response to activities requiring notice under Section 6.1 (“Protective Action”). If the Joint Steering Committee determines that such Protective Action is warranted, then, unless the Joint Steering Committee determines otherwise, GSK shall, at GSK’s expense, commence, prosecute and control such Protective Action, including the settlement thereof and the granting of any licenses or sublicense under any Valeant Intellectual Property or Program Improvement licensed to GSK hereunder; provided, however, that the out-of-pocket expenses of the Parties for Protective Actions pursued in the Collaboration Territory, including the expenses of legal counsel, shall be included as an Operating Expense as provided in Exhibit A and the out-of-pocket expenses of the Parties for Protective Actions pursued outside the Collaboration Territory shall be borne entirely by GSK. VALEANT will cooperate with GSK in such action, including being joined as a Party to such action if such joinder is necessary for standing. Each Party may be represented by counsel of its own selection at its own expense in such Protective Action. Any recovery obtained as a result of such Protective Action, whether by judgment, award, decree, or settlement, will, after reimbursement of the Parties for their reasonable costs and expenses associated with such Protective Action, be included in and added to the total gross amounts invoiced for sales of Products if such action relates to the Product (or of Additional Products if such action relates to an Additional Product) for purposes of calculating the Net Profit share under the terms of Section 2.3.1 or royalties under the terms of Section 2.3.

Control of Actions. 9.2.1 In the event of an alleged infringement or patent invalidity action concerning any of the Licensor Patent Rights, the Parties shall meet to discuss in good faith an appropriate course of action to defend the intellectual property and to prevent any infringement of these rights. Licensor and Licensee shall then meet with University to discuss same and attempt to secure the University’s agreement to the Parties chosen course of action. As between Licensor and Licensee, Licensee shall have the first right, but not the obligation, to prosecute alleged infringement actions against Third Parties and defend against infringement or patent invalidity actions against the Parties or University. The Parties acknowledge that before Licensee may commence an infringement action or defend against a declaratory judgment action, counterclaim or affirmative defense alleging non-infringement or invalidity of the Licensor Patent Rights, University must first grant its permission to initiate such an action. Pursuant to the Consent and Acknowledgement: University has agreed, with respect to any such suit, (i) not to unreasonably withhold, delay or condition its permission to initiate or settle such an action and (ii) in any action as to which University’s consent is granted to permit Licensee to join the University in such suit. Should University be made a party to any such suit which Licensee elects to initiate or defend on behalf of the University (but not any such suit which University elects to initiate or defend), Licensee must reimburse University for any reasonable costs, expenses, or fees that University incurs as a result of such suit, including any and all costs incurred by University in opposing any such motion or other action. If requested by University, Licensee shall advance such costs on a monthly basis. Upon Licensee’s payment of all costs incurred by University as a result of Licensee’s joinder motion or other action, these actions by Licensee will not be considered a default in the performance of any material obligation under this Agreement. In all cases, Licensee will keep University and Licensor reasonably apprised of the status and progress, and will collaborate with respect to the prosecution or defense, of any litigation prosecuted or defended by Licensee. The University may, at its own expense, retain separate counsel to participate in any such action or proceeding in which it is or is reasonably likely to become a party so that it can control its o...