RESPONSIBILITY FOR LITIGATION. For the avoidance of doubt, it is the intention of the Parties that a commercialization partner or Licensee shall bear the primary responsibility for all products liability litigation, patent or other intellectual property litigation, or litigation in relation to the regulatory approval of the Product. To the extent that such litigation expenses are not borne by such commercialization partner or Licensee, or to the extent that either Party is required by operation of law to take part in such litigation in any way, it is the intention of the Parties that all costs and proceeds of such litigation are to be borne [*] by the Parties. Subject to any circumstance under which a Party declines to participate in any enforcement proceeding as provided in Section 7.3 above, IPC and ELITE shall jointly have control of any such litigation, including as regards choice of counsel and settlement terms.
RESPONSIBILITY FOR LITIGATION. PAR shall be responsible for all present or future litigation and claims for injury and related expenses arising out of the conduct of the Business up to the time of Closing, including without limitation, any litigation disclosed on Schedule 4.5 hereto.
RESPONSIBILITY FOR LITIGATION. GBR is currently a named defendant in Cause No. 05-12021 styled Cable Partners Bulgaria, LLC and Cable Partners Europe, LLC v. CabelTel International Corporation f/k/a Greenbriar Corporation, et al. (the "CP Proceeding"), and may in the future become a party to other proceedings involving GBR's relationship with the Parties to this Agreement and/or CableTEL AD (the "Other Proceedings"). Notwithstanding any other provision of this Agreement, Envicon by separate instrument shall assume control of and be responsible for the CP Proceeding and all Other Proceedings with respect to GBR and shall become obligated for all costs and expenses related thereto, and Envicon shall indemnify, defend and save and hold GBR harmless from and against, for and in respect of any and all "Losses" (as defined below) which GBR may sustain based upon, arising out of or otherwise in respect of (i) the CP Proceeding, or (ii) the Other Proceedings, and/or (iii) GBR's affiliation with CableTEL AD prior to the date of this Agreement or any of the parties hereto with respect to the matters described in the recitals to this Agreement. For the purposes hereof, the terms "Loss" and/or "Losses" shall mean and be any and all losses, liabilities, damages, deficiencies, costs or expenses, penalties, interest, reasonable attorneys' and accountants' fees and disbursements and any punitive, consequential or exemplary damages or any similar damages to GBR resulting from or as a result of subpart (i), (ii) or (iii) above.
RESPONSIBILITY FOR LITIGATION. The Seller shall be responsible for all present or future claims for injury and related expenses arising out of the conduct of K.S. Processing, Inc., its officers and directors, in the operation of the business up to the time of closing. With respect to product liability claims the Seller &hall be responsible for all claims for injury arising out of the product sold or manufactured as the case way be by the Seller prior to the closing date and the Purchaser shall be responsible for all claims and injuries arising out of products sold or manufactured as the case may be by the Purchaser after the closing date. The party liable shall direct or control or continue to direct or control as the case may be the conduct of such litigation. The other party shall cooperate with any reasonable request of the party liable or Its attorneys in the defense of such litigation including the availability of records, books, or other corporate documents including any assets to be required. To the extent testimony of the other party's employees is necessary. The other party shall make then available consistent with the needs of the business and shall be reimbursed for all out of pocket expenses incurred by the other party or individual employees and pro rata salaries and payroll costs for the time such employees devote to complying with the request of the party liable hereunder.
RESPONSIBILITY FOR LITIGATION. MBI Management shall be responsible for all present or future litigation and claims for injury and related expenses arising out of its conducting the business up to the time of the Closing Date. With respect to product liability claims, MBI Management shall be responsible for all claims for injury arising out of products sold or services delivered, as the case may be, by MBI prior to the Closing Date and Bajjer shall be responsible for all claims for injury arising out of products sold or services delivered, as the case may be after the Closing Date. The party liable shall direct or control, or continue to direct or control, as the case may be, the conduct of such litigation. The other party shall cooperate with any reasonable requests of the party liable or its attorneys in the defense of such litigation, including the availability of records, books or other corporate documents. To the extent testimony of the other party's employees is necessary, the other party shall make them available consistent with the needs of the business and shall be reimbursed for all out of pocket expenses incurred by the other party or individual employees and pro rata salaries and payroll costs for the time such employees devote to complying with the requests of the party liable hereunder.
RESPONSIBILITY FOR LITIGATION. FROM AND AFTER THE EFFECTIVE DATE, BUYER AGREES TO ASSUME AND TO INDEMNIFY AND HOLD HARMLESS SELLER, SELLER'S AFFILIATES, EACH OF THE RESPECTIVE CURRENT, FORMER, AND FUTURE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS OF ANY OF THE FOREGOING, AND EACH OF THE SUCCESSORS, ASSIGNS, HEIRS, AND EXECUTORS OF ANY OF THE FOREGOING FROM AND AGAINST THE ENTIRETY OF ANY LOSSES RESULTING FROM, ARISING OUT OF, OR ATTRIBUTABLE TO THE LITIGATION INSOFAR AS THE LITIGATION RELATES TO OR AFFECTS THE ASSETS (OTHER THAN SELLER'S ATTORNEYS' FEES AND EXPENSES AND COST OF INVESTIGATING, PREPARING OR DEFENDING THE LITIGATION).
RESPONSIBILITY FOR LITIGATION. WWWX shall be responsible for all present or future litigation and claims for injury and related expenses arising out of the conduct of the business of BarterOne up to the time of Closing, including without limitation, any litigation disclosed on Schedule 4.6 hereto and any litigation arising out of the Avenir Claims.
RESPONSIBILITY FOR LITIGATION. Terminating Lessee shall be responsible for defending and for all final awards, judgments rendered or settlements reached with respect to any litigation described on Schedule 3.2(d).
RESPONSIBILITY FOR LITIGATION. JDT shall be responsible for all present or future litigation and claims for injury and related expenses arising out of the conduct of the Business and the Assets up to the time of Closing.
RESPONSIBILITY FOR LITIGATION. AAG shall be responsible for all present or future litigation and claims for injury and related expenses arising out of the conduct of the Business up to the time of Closing.
