Participation in and Control of Defense Sample Clauses

Participation in and Control of Defense. If a Defending Party defends a Protected Party in a lawsuit, arbitration, negotiation, or other proceeding (“dispute”) concerning a Claim pursuant to this Agreement, the Protected Party shall have the right to engage separate counsel, at the Protected Party’s expense, to monitor and advise the Protected Party about the status and progress of the defense.
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Participation in and Control of Defense. If Contractor Defends DCH in a lawsuit, arbitration, negotiation, or other proceeding concerning a Claim pursuant to this Agreement:
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Participation in and Control of Defense. If either party is obligated to defend the other in a lawsuit, arbitration, negotiation, or other proceeding concerning a claim pursuant to this Agreement, the indemnified party shall have the right to engage separate counsel, at its own cost and expense, to monitor and advise such indemnified party about the status and progress of the defense or to otherwise represent the interests of the indemnified party. To be entitled to sole control of the defense, upon request by the indemnified party, the indemnifying party shall demonstrate, to the reasonable satisfaction of the indemnified party the financial ability of the indemnifying party to carry out its defense obligations (and its indemnity obligations, if any).
Sample 1
Participation in and Control of Defense. If NAMS is obligated to defend MENTOR in a lawsuit, arbitration, negotiation, or other proceeding concerning a claim pursuant to this Agreement, MENTOR shall have the right to engage separate counsel, at MENTOR's expense, to monitor and advise MENTOR about the status and progress of the defense or to otherwise represent the interests of MENTOR. To be entitled to sole control of the defense, upon request by MENTOR, NAMS shall demonstrate, to the reasonable satisfaction of MENTOR, NAMS's financial ability to carry out its defense obligations (and its indemnity obligations, if any). MENTOR shall in any event provide such cooperation and assistance in the conduct of any such defense as NAMS may reasonably request.
Sample 1
Participation in and Control of Defense. If MENTOR is obligated or elects to defend NAMS in a lawsuit, arbitration, negotiation, or other proceeding concerning a claim pursuant to this Agreement, NAMS shall have the right to engage separate counsel, at NAMS's expense, to monitor and advise NAMS about the status and progress of the defense or to otherwise represent the interests of NAMS. To be entitled to sole control of the defense, upon request by NAMS, MENTOR shall demonstrate, to the reasonable satisfaction of NAMS, its financial ability to carry out its defense obligations (and its indemnity obligations, if any).
Sample 1
Participation in and Control of Defense. If RADIOMED is obligated to defend NASI in a lawsuit, arbitration, negotiation, or other proceeding concerning a claim pursuant to this Agreement, NASI shall have the right to engage separate counsel, at NASI's expense, to monitor and advise NASI about the status and progress of the defense or to otherwise represent the interests of NASI. To be entitled to sole control of the defense, upon request by NASI, RADIOMED shall demonstrate, to the reasonable satisfaction of NASI, RADIOMED's financial ability to carry out its defense obligations (and its indemnity obligations, if any). NASI shall in any event provide such cooperation and assistance in the conduct of any such defense as RADIOMED may reasonably request.
Sample 1

Related to Participation in and Control of Defense

  • Participation in Plans Notwithstanding any other provision of this Agreement, the Executive shall have the right to participate in any and all of the plans or programs made available by the Company (or it subsidiaries, divisions or affiliates) to, or for the benefit of, executives (including the annual stock option and restricted stock grant programs) or employees in general, on a basis consistent with other senior executives.

  • Participation in Litigation Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other hand, threatened against such party which relate to this Agreement and the transactions contemplated hereby. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated hereby, and no such litigation shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

  • No Participation in Management No Limited Partner (other than a General Partner if it has acquired an interest of a Limited Partner) shall take part in the management of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership.

  • Participation in Benefit Plans The Executive shall be eligible to participate in the employee benefit plans and programs maintained by the Company from time to time for its executives, or for its employees generally, including without limitation any life, medical, dental, accidental and disability insurance and profit sharing, pension, retirement, savings, stock option, incentive stock and deferred compensation plans, in accordance with the terms and conditions as in effect from time to time.

  • Sub-participation A Lender may sub-participate all or any part of its rights and/or obligations under the Security Documents at its own expense without the consent of, consultation with or notice to, the Borrowers.

  • Reimbursement and Participations (a) The Borrower hereby unconditionally agrees to pay to the Issuing Bank immediately on demand at the Principal Office all amounts required to pay all drafts drawn or purporting to be drawn under the Letters of Credit and all reasonable expenses incurred by the Issuing Bank in connection with the Letters of Credit, and in any event and without demand to place in possession of the Issuing Bank (which shall include Advances under the Revolving Credit Facility if permitted by SECTION 2.1 and Swing Line Loans if permitted by SECTION 2.4) sufficient funds to pay all debts and liabilities arising under any Letter of Credit. The Issuing Bank agrees to give the Borrower prompt notice of any request for a draw under a Letter of Credit. The Issuing Bank may charge any account the Borrower may have with it for any and all amounts the Issuing Bank pays under a Letter of Credit, plus charges and reasonable expenses as from time to time agreed to by the Issuing Bank and the Borrower; provided that to the extent permitted by SECTION 2.1(c)(iii) and SECTION 2.4, amounts shall be paid pursuant to Advances under the Revolving Credit Facility or, if the Borrower shall elect, by Swing Line Loans. The Borrower agrees to pay the Issuing Bank interest on any Reimbursement Obligations not paid when due hereunder at the Default Rate.

  • Participation in Employee Benefit Plans The Executive shall be permitted during the Term, if and to the extent eligible, to participate in any group life, hospitalization or disability insurance plan, health program, or any pension plan or similar benefit plan of the Company, which is available generally to other senior executives of the Company.

  • Participation Contributor will participate in any Work Groups (defined in the Policy) identified above, and any other Work Groups that it actually participates in or notifies ODIF that it wants to participate in, according to the rules and procedures in the then-current OpenID Process Document (“Process Document”), which is fully incorporated into this Agreement by this reference, and subject to the Policy.

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

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