Responsibility for Defense. The following procedures shall be applicable with respect to indemnification for claims by any person that is not a party to this Agreement or an affiliate of a party to this Agreement arising in connection with any provision of this Agreement.
(a) Promptly after receipt by a Purchaser Indemnitee or a Seller Indemnitee seeking indemnification hereunder (an “Indemnitee”) of written notice of the assertion or the commencement of any Claim by a third party, whether by legal process or otherwise, with respect to any matter within the scope of this Section, the Indemnitee shall give written notice thereof (the “Notice”) to the party from whom indemnification is sought pursuant hereto (the “Indemnitor”).
(b) Within thirty (30) days after receipt of any notice of a Claim, Indemnitor will, by giving written notice to Indemnitee, have the right to assume responsibility for the defense of the Claim in the name of Indemnitee or otherwise as Indemnitor may elect; provided that Indemnitor also acknowledge in writing its responsibility to indemnify Indemnitee with respect to such Claim; and provided further that failure of Indemnitor to exercise its right to assume responsibility for the defense of any Claim shall not restrict the ability of Indemnitee to subsequently join Indemnitor as a party in any litigation respecting such Claim nor shall Indemnitee be obligated to permit Indemnitor to assume or to continue responsibility for the defense if Indemnitee believes its rights, including without limitation, its right to be fully protected and paid under the indemnification, are or may become impaired or jeopardized. In such event, Indemnitee shall have the right to defend the Claim and shall be automatically deemed to have reserved all of its rights against Indemnitor.
(c) Notwithstanding Indemnitor’s responsibility for the defense of a Claim, Indemnitee shall have the right to participate, at its own expense and with its own counsel, in the defense of a Claim and Indemnitor will consult with Indemnitee from time to time on matters relating to the defense of such Claim and will provide such information and assistance as Indemnitee deem reasonably necessary to defend the Claim. Indemnitee will provide Indemnitor with copies of all pleadings and correspondence relating to the Claim and will keep Indemnitee appraised of proposed adjustments, compromises and settlements. Notwithstanding anything herein to the contrary, Indemnitor shall not be entitled to compromise or settle...
Responsibility for Defense. Within 30 days after receipt of any such notice, but not less than five working days before the time the Claimant is required to respond to a Claim, the Indemnitor will, by giving written notice to the Claimant, have the right to assume responsibility for the defense of the Claim in the name of the Claimant or otherwise as the Indemnitor may elect; provided that the Indemnitor also agrees that it does or might have responsibility to indemnify the Claimant with respect to such Claim. Otherwise, the Claimant will have responsibility for the defense of the Claim. Subject to the provisions of subsections 9.3(C) and (D) below, the party having responsibility for defense of a Claim (the "Defending Party") will have the full authority to defend, cure, adjust, compromise, or settle such Claim or appeal any judgment or ruling of a court or other tribunal in connection with such Claim in its own name and/or in the name of the other party.
Responsibility for Defense. In the event of a due process hearing or a state-level federal complaint, the District wherein such matter arose may elect to handle the defense of such claim itself, or may request that the BOCES handle the defense of such claim. If the District elects to handle the defense itself, the District shall be responsible for all costs, including attorney fees, of such defense, and for the payment of any claims, awards, or damages, including parents’ attorneys’ fees, resulting from a finding of violation of any applicable law or regulation pertaining to the education of students with disabilities who are enrolled in such District. If the District elects to have the BOCES provide a defense, then the costs of such defense and the payment of any claims, awards, or damages, including parents’ attorneys’ fees, resulting from a finding of violation of any applicable law or regulation pertaining to the education of students with disabilities who are enrolled in a District, shall be allocated as follows:
1. If the BOCES determines that the defense costs and any award or damages resulted from a decision made by the BOCES or the act or directive of a BOCES employee, then the BOCES will assess member Districts to pay the full amount of such cost in proportion to enrollment; and
2. If the BOCES determines that the award or damages resulted from a decision made by the particular District or the act or directive of a District employee, then such District shall pay the full amount of such cost; and
3. If the BOCES determines that the award or damages resulted from actions of both BOCES and Districtemployees, thenthe BOCES andthe District will share the cost evenly. The BOCES shall assess member Districts to pay the full amount of the BOCES share of such costs. Notwithstanding the forgoing, in the event that the BOCES maintains any policy of insurance that would provide a defense or otherwise cover any special education – related claims against the BOCES or such District, then the BOCES shall do all acts and things necessary to access such coverage for the benefit of the BOCES or such District, including but not limited to participating in the defense of such claim to the extent required by such policy.
4. Any amounts assessed to Districts under Section G. 1. or G. 3. Above shall be allocated proportionately to special education funding for each District using the most recent December 1 special education pupil count.
Responsibility for Defense. (i) In the event that a third party at any time threatens or brings suit against either party, their Affiliates, or the Sublicensee(s) alleging infringement of any third party patent on account of the development, manufacture, marketing, use, or sale of the Vaccine (each a “Third Party Claim”) in the Territory, the party receiving notification of the Third Party Claim shall immediately notify the other party in writing, enclosing a copy of all pleadings served, if any. Following such notification, the parties shall confer to determine whether either or both parties shall control the defense of the Third Party Claim. If both parties have been named in the Third Party Claim, then, unless otherwise agreed between them in writing, each party shall have the right, but not the obligation, to defend such Third Party Claim in its own name and under its own direction and control. If only one party has been named or if the parties agree in writing that only one party shall defend such Third Party Claim, then the defending party shall have the right, but not the obligation, to defend such Third Party Claim in its own name (and the other party’s name, if so agreed by the parties in writing) and under its own direction and control. The other party will reasonably assist the party defending such Third Party Claim if so requested in writing. In addition, the other party shall have the right to participate and be represented in any such Third Party Claim by its own counsel at its own expense. No settlement of any action or defense that: (a) restricts the scope or affects the enforceability of the Vaccine Patents, (b) imposes any liability on InterCell, Cheil, VaccGen, or the Sublicensee(s) or (c) does not provide InterCell, Cheil, VaccGen, and the Sublicensee(s) with a full release from all claims and liability with respect to claims made in litigation, if applicable, may be entered into under this Section 6.4 without the prior written consent of the other party.
Responsibility for Defense. On a Licensed Collaboration Tumor Type-by-Licensed Collaboration Tumor Type basis and for so long as the license granted to Providence under Section 4.1 for such Collaboration Tumor Type remains in effect:
(a) to the extent the Third-Party Challenge relates to a Product-Specific Patent or Joint Patent that Covers any Collaboration Compound or Product being Developed or Commercialized by or on behalf of Providence, then Providence shall have the right to defend such Third-Party Challenge; and
(b) to the extent the Third-Party Challenge relates to a Product-Specific Patent or Joint Patent that does not Cover any Collaboration Compound or Product being Developed or Commercialized by or on behalf of Providence, then Arcturus shall have the right to defend such Third-Party Challenge.
Responsibility for Defense. Within 30 days after receipt of any such notice, but not less than five working days before the time the Claimant is required to respond to a Claim, the Indemnitor will, by giving written notice to the Claimant, have the right to assume responsibility for the defense of the Claim in the name of the Claimant or otherwise as the Indemnitor may elect; provided that the Indemnitor also acknowledges in writing that it does have responsibility to indemnify the Claimant with respect to such Claim. Otherwise, the Claimant will have responsibility for the defense of the Claim. Notwithstanding the foregoing, (i) the Indemnitor may not assume the defense of such Claim to the extent the Claim involves criminal conduct or seeks an injunction or other equitable relief other than a claim for money damages, and (ii) the Claimant shall have the right at anytime to defend such Claim if (x) the amount in controversy exceeds any applicable cap under this Purchase Agreement, (y) an adverse judgment with respect to such Claim is, in the good faith judgment of the Claimant, reasonably likely to establish a precedent, custom or practice that is materially adverse to the continuing business interests of the Claimant, or (z) the Indemnitor fails to meet or indicates that it intends to fail to meet any required deadline associated with such Claim. Subject to the provisions of subsections 9.3(C) and (D) below, the party having responsibility for defense of a Claim (the “Defending Party”) will have the full authority to defend, cure, adjust, compromise, or settle such Claim or appeal any judgment or ruling of a court or other tribunal in connection with such Claim in its own name and/or in the name of the other party.
Responsibility for Defense. Within 30 days after receipt of any such notice, but not less than five business days before the time the Claimant is required to respond to a Claim, the Indemnitor will (except in the case of Product Warranty Claims, which are covered separately in Section 8.4) by giving written notice to the Claimant, have the right to assume responsibility for the defense of the Claim in the name of the Claimant or otherwise as the Indemnitor may elect; provided that the Indemnitor also agrees that it does or might have responsibility to indemnify the Claimant with respect to such Claim and provided further that, in any case involving the joint defense of the Claimant and Indemnitor, such joint defense would not result in a conflict of interest by defending counsel. Otherwise, the Claimant will have responsibility for the defense of the Claim. Subject to the provisions of subsections 9.3(C) and (D) below, the party having responsibility for defense of a Claim (the "Defending Party") will have the full authority to defend, cure, adjust, compromise, or settle such Claim or appeal any judgment or ruling of a court or other tribunal in connection with such Claim in its own name and/or in the name of the other party.
Responsibility for Defense. Within thirty (30) days after receipt of such Notice, but not less than five (5) business days prior to the time the Claimant is required to respond to a Claim (subject to the proviso contained in Section X(C)(1)), the Indemnitor will, by giving written notice to the Claimant, have the right to assume responsibility for the defense of the Claim in the name of the Claimant or otherwise as the Indemnitor may elect; provided, however, that the Indemnitor's determination to conduct a defense of a Claim shall in no way be deemed a conclusive admission of an obligation to indemnify hereunder. Otherwise, the Claimant will have responsibility for the defense of the Claim. Subject to the provisions of subsections (3) and (4) below, the party having responsibility for the defense of the Claim (the "Defending Party") will have the full authority to defend, cure, adjust, compromise or settle such Claim or appeal any judgment or ruling of court or other tribunal in connection with such Claim in its own name and/or in the name of the other party.
Responsibility for Defense. Within 30 days after receipt of any such notice, the Indemnitor will, except as provided below, by giving written notice to the Claimant, have the right to assume responsibility for the defense of the Claim (at the Indemnitor’s own expense) in the name of the Claimant or otherwise as the Indemnitor may elect; provided that the Indemnitor also agrees that it has responsibility to indemnify the Claimant with respect to such Claim. The Indemnitor shall not be entitled to assume control of such defense (unless Claimant waives its rights hereunder) if (a) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (b) the Claimant reasonably believes an adverse determination with respect to the proceeding giving rise to such claim for indemnification would be detrimental to or injure the Claimant’s reputation or future business prospects, (c) the claim seeks an injunction or equitable relief against the Claimant, (d) a conflict of interest exists between the Indemnitor and the Claimant, or (e) the Indemnitor failed or is failing to vigorously prosecute or defend such claim. In such event, the Claimant may take responsibility for the defense of the Claim with such counsel to be reasonably satisfactory to the Indemnitor and except for the case of clause (e), it shall do so at its own expense. Subject to the provisions of Sections 11.3.3 and 11.3.4 below, the party having responsibility for defense of a Claim (the “Defending Party”) will have the full authority to defend, cure, adjust, compromise, or settle such Claim or appeal any judgement or ruling of a court or other tribunal in connection with such Claim in its own name and/or in the name of the other party.
Responsibility for Defense. (i) In the event that a third party at any time threatens or brings suit against either party, its Affiliates, or the Sublicensee(s) alleging infringement of any third party patent on account of the development, manufacture, marketing, use, or sale of any Product (each a "Third Party Claim"), the party receiving notification of the Third Party Claim shall promptly notify the other party, enclosing a copy of all pleadings served, if any. Following such notification, the parties shall confer to determine whether either or both parties shall control the defense of the Third Party Claim. If both parties have been named in the Third Party Claim, then, unless otherwise agreed between them, each party shall have the right, but not obligation, to defend such Third Party Claim in its own name and under its own direction and control. If only one party has been named or if the parties agree that only one party shall defend such Third Party Claim, then that party shall have the right, but not obligation, to defend such Third Party Claim in its own name and under its own
