Cooperation and Settlement. As a condition to indemnification in any proceeding in which Executive seeks indemnification, Executive shall be required to: (i) keep the Company or its designated counsel fully informed of the progress, relevant facts, issues and events of such proceeding; (ii) cooperate with the Company and its counsel in the defense of any such proceeding; (iii) provide full and truthful testimony in and diligently pursue defense of such proceeding; and (iv) refrain from settling such proceeding without the Company’s approval and unless such settlement has a full and unconditional release of the Company and Executive.
Cooperation and Settlement. During the pendency of such action with respect to any Third Party IP Claim, at the other Party’s request, the Party responsible for defending or enforcing any such action (the “Responsible Party”) shall provide the other Party with all information reasonably requested regarding the status of such action (subject to the other Party entering into a common interest agreement if requested by the Responsible Party, and without disclosing any information that would compromise attorney-client privilege or similar privileges). All materials provided by the Responsible Party to the other Party shall be treated as the Responsible Party’s Confidential Information. In any action or defense initiated by the Responsible Party, the other Party shall be entitled to, and if legally required shall, join the action so long as the Responsible Party retains at all times the sole right to direct and control the action (including the choice of its own counsel). The other Party is entitled to be independently represented by counsel of its choice, at its expense. When either Party is bringing or defending an action with respect to any Third Party IP Claim, then (a) upon request by the Responsible Party, the other Party will assist in the defense against or enforcement of such action at the other Party’s costs, including if required or desirable to bring, maintain or prove damages in such action, furnishing a power of attorney, furnishing documents and information, cooperating in discovery, providing access to witnesses (including inventors) and executing all necessary documents as such Party may request, and (b) neither Party shall settle, consent to judgment or otherwise voluntarily dispose of the suit or action without the prior written consent of the other Party, which consent shall not be unreasonably delayed, conditioned, or withheld if such settlement, consent to judgment or other voluntary disposition does not impose any liability on the other Party (other than liability that is fully satisfied by the settling Party on behalf of the other Party) and does not impose any restrictions on the other Party.
Cooperation and Settlement. The Company and the Management Company will coordinate the defense and settlement of actions in which they are named. The Company will not settle an action in which both are named, unless the Management Company agrees to the terms and conditions of the settlement.
Cooperation and Settlement. The non-controlling Party will, [***], cooperate with the controlling Party in the preparation and formulation of a response to an Invalidity Claim, and in taking other steps reasonably necessary to respond to such Invalidity Claim. Notwithstanding anything to the contrary in this Section 6.7, neither Party will settle or compromise any Invalidity Claim without the prior written consent of the other Party, which consent will not be unreasonably withheld, provided that, if Xxxxxxx is the controlling Party, Xxxxxxx may settle an Invalidity Claim without Licensor’s consent through the grant of a sublicense to the applicable Third Party consistent with the requirements of Section 5.3 and without agreeing to any terms that stipulate to the invalidity of any Licensed Patents.
Cooperation and Settlement. The parties shall keep one another informed of the status of and of their respective activities regarding any Action, including without limitation any discussion concerning the settlement thereof. No settlement or consent judgment or other voluntary final disposition of any suit defended or Action brought by one party pursuant to this Paragraph 9.05 may be entered into without the consent of the non- settling party if such settlement would require the non-settling party to be subject to an injunction, to make a monetary payment or would adversely affect the non-settling party's rights under this AGREEMENT, including the SB's rights in SB PATENTS and the licenses granted to PDL hereunder. 9.06
Cooperation and Settlement. In the event any claim, action, suit or proceeding is brought against any Seller's Indemnitee with respect to which such Seller's Indemnitee asserts Buyer has liability in connection with the indemnity contained in Section 10.1 or 10.2 hereof, such Seller's Indemnitee shall give prompt written notice of such claim, action, suit or proceeding to Buyer and, upon Buyer's written notification of its election to defend any such action, claim, suit or proceeding by a third party, Buyer shall assume the defense of any such action, claim, suit or proceeding. Failure by Buyer to notify Seller or such Seller's Indemnitee of its election to defend any such action, claim, suit or proceeding by a third party within thirty (30) days after the date of such Seller's Indemnitee's notice to Buyer shall be deemed to be a waiver of any such election. If the Buyer assumes the defense of such action, claim, suit or proceeding resulting therefrom, the obligations of Buyer hereunder as to such action, claim, suit or proceeding shall be fulfilled actively and diligently and shall include taking all steps reasonably necessary in the defense or settlement of such action, claim, suit or proceeding resulting therefrom, including the retention of counsel reasonably satisfactory to such Seller's Indemnitee and Buyer, and indemnifying and holding such Seller's Indemnitee harmless from and against any and all Losses resulting from, arising out of, or incurred with respect to any settlement or any judgment in connection with such action, claim, suit or proceeding resulting therefrom. Buyer shall not, in the defense of such action, claim, suit or proceeding, consent to the entry of any judgment (other than a judgment of dismissal on the merits with cost) nor enter into any settlement which does not provide for the unconditional release of such Seller's Indemnitee without liability or adverse affect to Seller or any of the Seller's Indemnitees and without subjecting Seller or any of the Seller's Indemnitees to any injunction or other equitable remedy. In addition, in the event Buyer assumes the defense of any action, claim, suit or proceeding, pursuant to this Section that affects or could affect Seller's remaining assets and operations, Buyer agrees to consult with Seller on matters relating to such action, claim, suit or proceeding, and not to take any actions with respect thereto which would be reasonably likely to have an adverse effect on the Seller's assets or operations without Seller...
Cooperation and Settlement. All Insureds shall cooperate with the Insurer. Upon the Insurer's request, the Insureds shall submit to examination and interrogation by a representative of the Insurer, under oath if required, and shall assist in effecting settlement, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of suits. The Insureds shall also assist in the giving of a written statement or statements to the Insurer's representatives and meeting with such representatives for the purpose of investigation and/or defense, and shall provide the Insurer with any available information and documentation relevant to any matter under investigation by the Insurer, without charge to the Insurer. The Insureds shall take such action as may be necessary to secure and affect any rights of indemnity, contribution or apportionment that the Insureds and/or the Insurer may have. The Insureds must take all reasonable action within its ability to prevent or mitigate any Claim that would be covered under this Policy. The Insurer has the right to make such investigation and conduct negotiations and, with the written consent of an Insured, effect settlement of any Claim for a monetary amount as the Insurer deems reasonable. If any Insured refuses to consent to a settlement or compromise recommended by the Insurer and elects to contest or continue to contest the Claim, the Insurer's liability shall not exceed the amount for which the Insurer would have been liable for Loss if the Claim had been so settled when and as so recommended, and the Insurer shall have the right to withdraw from the further defense of the Claim by tendering control of the defense thereof to the Insured. The operation of this paragraph shall be subject to Section VII. LIMIT OF LIABILITY and Section VIII. RETENTION of this Policy.
Cooperation and Settlement. At the request of the Enforcing Party, the non-Enforcing Party shall provide reasonable assistance to the Enforcing Party, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to an Enforcement Action if required by Applicable Laws to pursue such action. [ * ]. In addition, without limiting any of the Enforcing Party’s other obligations in this Section 13.3(b)(iii), the Enforcing Party shall: [ * ]. A settlement, consent judgment or other voluntary final disposition of an Enforcement Action may be entered into [ * ]; provided, however, that [ * ].
Cooperation and Settlement. The parties shall keep one another informed of the status of and of their respective activities regarding any Action, including without limitation any discussion concerning the settlement thereof. No settlement or consent judgment or other voluntary final disposition of any suit defended or action brought by one party pursuant to this Paragraph may be entered into without the consent of the non-settling party if such settlement would require the non-settling party to be subject to an injunction, to make a monetary payment or would adversely affect the non- settling party's rights under this Agreement 9.07
Cooperation and Settlement. The Parties agree to cooperate fully in any Infringement Action for a Competitive Infringement with respect to any Relevant Infringement IP or Relevant Linker Infringement IP, as applicable, pursuant to Sections 12.10.2(a), 12.10.2(b) and 12.10.3. If a Party brings such an Infringement Action, [ * ]. Neither Party shall settle any Infringement Action of any Relevant Infringement IP or Relevant Linker Infringement IP, as applicable, in accordance with Sections 12.10.2(a), 12.10.2(b) and 12.10.3 with respect to a Competitive Infringement [ * ]. Without limiting the foregoing, the Party commencing the litigation pursuant to Sections 12.10.2(a), 12.10.2(b) and 12.10.3 with respect to any Relevant Infringement IP or Relevant Linker Infringement IP, as applicable, shall provide the other Party with copies of all pleadings and other documents filed with the court. 12.10.5
