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 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. In the event any claim, action, suit or proceeding is brought against any Buyer Indemnitee with respect to which such Buyer Indemnitee asserts Seller has liability in connection with the indemnity contained in Section 9.1 hereof, such Buyer Indemnitee shall give prompt written notice of such action, claim, suit or proceeding to Seller and, upon Seller's written notification of its election to defend any such action, claim, suit or proceeding by a third party, Seller shall assume the defense of any such action, claim, suit or proceeding. Failure by Seller to notify such Buyer 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 Buyer Indemnitee's notice to Seller shall be deemed to be a waiver of any such election. If Seller assumes the defense of such action, claim, suit or proceeding resulting therefrom, the obligations of Seller 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 Buyer Indemnitee and Seller, and indemnifying and holding such Buyer 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. Seller 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 an unconditional release of such Buyer Indemnitee without liability or adverse affect to such Buyer Indemnitee and without subjecting Buyer or any of the Buyer's Indemnitees to any injunction or other equitable remedy. In addition, in the event Seller assumes the defense of any action, claim, suit or proceeding, pursuant to this Section that affects or could affect Buyer's ownership or operation of the Business, Seller agrees to consult with Buyer 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 Business and Purchased Assets without Buyer's written consent, which consent shall not be unreaso...
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 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 Article 4 may be entered into without the consent of the non-settling party if, and only 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 without limitation any settlement concerning the validity or scope of the Licensed PDL Patents or any settlement concerning SB's exclusive license to the Licensed PDL Patents set forth in this Agreement.
Cooperation and Settlement. The Professional Company and the Management Company will coordinate the defense and settlement of actions by any third party in which they are named relating to or arising out of the Practice or the Management Services. To the extent consistent with insurance policies, the Professional Company will not settle an action in which both are named, unless the Management Company agrees (in its sole discretion) to the terms and conditions of the settlement.
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 Indemnifying Party shall take all steps necessary in the defense or settlement of such Third Party Claims; and shall at all times diligently and promptly pursue the resolution of such Third Party Claims. The Indemnified Party shall, and shall cause its representatives to, cooperate with the Indemnifying Party in the defense of any Third Party Claim defended by the Indemnifying Party. [*].
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.
