Expenses of Defense. When a civil or criminal action is brought against an employee in the unit for an act or omission to act arising out of, or in the course of, the duties of that employee, which act or omission the District agrees is so related and arose out of the scope and course of the employee's duties, the District agrees to pay the reasonable cost of counsel and appeal, if the District agrees to an appeal, if any, and, to the extent permitted by law, shall hold harmless and protect such employee from any financial loss resulting thereof.
Expenses of Defense. Without limiting Section 9.4, above, NEXX agrees to pay all expenses of the defense, including any amount in settlement, of all claims, demands, proceedings or actions described in Sections 9.4.1 through 9.4.3 above which may be asserted against any of the Indemnified Persons, regardless of merit, and agrees to permit IBM, at IBM’s expense, to actively participate in the defense or settlement of any such claims, demands, proceedings or actions and in any claim, demand, proceeding or action brought against NEXX and not IBM, at the option of IBM, to permit IBM, at IBM’s expense, to intervene in or become a party to any such claim, demand, proceeding or action. Each Party shall promptly notify the other Party of any claim, demand, proceeding or action of which it becomes aware that relates to the indemnification obligations under Section 9.4.
Expenses of Defense. Any reasonable expenses incurred by any ---- ------------------- indemnified person pursuant to this Article 14 in defending any Claim (or the threat thereof), other than a Claim brought by the indemnifying party, if incurred prior to the assumption by the indemnifying party of the defense thereof, shall be borne and paid by the indemnifying party, in advance of the final disposition of such Claim (or the threat thereof) upon receipt of an undertaking by or on behalf of the indemnified person to repay to the indemnifying party the amount of such expenses if it shall ultimately be determined that such indemnified person is not entitled to the indemnification provided for under this Article 14.
Expenses of Defense. Expenses in connection with the preparation and presentation of a defense to any claim, action, suit, or proceeding of the character described in Section 3.05(b) of this Agreement may be paid as an expense of the applicable Portfolio from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person that such amount will be paid over by him or her to the applicable Portfolio if it is ultimately determined that he is not entitled to indemnification under this Section 3.05; provided, however, that either (i) the Covered Person shall have provided appropriate security for such undertaking,
Expenses of Defense. If there is a third-party claim that, if adversely determined would give rise to a right of recovery for Losses hereunder, then any amounts reasonably incurred or accrued by an Indemnified Party in defense of such third-party claim, regardless of the outcome of such claim, shall be deemed Losses hereunder.
Expenses of Defense. In the event that any legal action is commenced against ALLERGAN for, or based upon an alleged patent infringement relating to the manufacture, use or sale of Compound, any costs, including outside legal fees, and court awarded damages actually paid by ALLERGAN in connection with such action shall be creditable against royalties due XOMA hereunder in such country or countries; provided, however, that XOMA's liability to ALLERGAN under this Section 11.2 shall not exceed [*] of the total amount of royalties due XOMA hereunder in such country or countries, during the period subsequent to the commencement of such action.
