Responsibility to Defend Sample Clauses

Responsibility to Defend. The District will handle, at its cost, administrative and court proceedings and provide for the defense and payment of any claims, awards, or damages, including attorneys’ fees, resulting from any alleged violation of any applicable law or regulation pertaining to the education of students with disabilities who are enrolled in any School in the Network, provided the Network gives its full cooperation to and follows the advice and instructions of the District in special education and 504-related matters, and is in compliance with the terms of this Contract.
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Responsibility to Defend. Mountain BOCES partners with member Districts to minimize the filings of due process, State level complaints, and Office of Civil Rights complaints. In the event that a legal action is taken against the AU, Mountain BOCES will lead the defense in partnership with the impacted District(s) and take the lead in providing the response. In the event of such legal proceeding, the District shall give its full cooperation to and follow the advice and instructions of the Mountain BOCES Director of Special Education and assigned defense counsel throughout the course of such proceeding. In the event that the filing is against an individual district, that district will take the lead in providing the response. As outlined in the Fiscal Responsibility section above, Mountain BOCES does not retain funds from either IDEA or ECEA or collect funds from districts for defense of filings against Mountain BOCES. As determined by the Mountain BOCES Board of Directors, the District will be responsible for any legal expense related to legal action caused by a District employee, either through error or omission, applying appropriate insurance and other liability protections
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Responsibility to Defend. During the Term of this Agreement, if a Third Party asserts that a Patent Right controlled by such Third Party is infringed, or will be infringed, by the Exploitation of a Licensed Product, then the Parties will promptly discuss the matter and the appropriate course of action. If the Parties cannot agree on a course of action within [***] following the date on which the Parties receive notice of such Third Party claim, then, subject to Article 13 (Indemnification): (a) Ionis will have the sole right, but not the obligation, to defend such claim in the Ionis Territory using counsel of its own choosing, and (b) Otsuka will have the first right, but not the obligation, to defend such claim in the Otsuka Territory using counsel of its own choosing. If Otsuka does not take affirmative steps to defend such claim in the Otsuka Territory within [***] (or such shorter period of time as is legally required to answer to such claim) and does not inform Ionis within such [***] period that it is electing not to defend such claim for strategic reasons intended to maintain the commercial value of the relevant Patent Rights or any product or subject matter Covered thereby or relating thereto, then Ionis may defend such claim in the Otsuka Territory. The Party defending such claim in the Otsuka Territory will (i) keep the other Party reasonably informed regarding any such assertion, including by providing the other Party with copies of all pleadings and other documents filed in any proceeding relating to such claim, (ii) consider reasonable input from the other Party during the course of the claim, and (iii) provide the other Party with the opportunity to attend any substantive meetings, hearings, or other proceedings related to such claim (together with its own counsel, at its own expense) and to review and comment on all substantive documents related to such claim prior to filing or submission of such documents. The Parties will reasonably assist each other and cooperate and share information with respect to any such claim. Each Party will bear its own costs and expenses with respect to any such claim.
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Responsibility to Defend. The Denver Public Schools will handle administrative proceedings and provide for the defense and payment of any claims, awards, or damages, including attorneys’ fees, resulting from any alleged violation of any applicable law or regulation pertaining to the education of students with disabilities who are enrolled in RMSEL, provided that RMSEL gives its full cooperation to and follows the advice and instructions of the Denver Public Schools in special education and 504-related matters, and is in compliance with the terms of this Contract.
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Responsibility to Defend. During the Term of this Agreement, if a Third Party asserts that a Patent Right controlled by such Third Party is infringed, or will be infringed, by the Exploitation of a Licensed Product, then [**]. 79445843_10
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Responsibility to Defend. If, during the Term of the Agreement, a Third Party asserts that a Patent or other right controlled by such Third Party is infringed or will be infringed in the Territory by the exercise of the licenses granted under Article 2 (Licenses), [***] will be solely responsible for defending against any such claim at its own expense using Commercially Reasonable Efforts and the counsel of its own choosing. [***]. [***] will not [***]. In addition, the Parties will reasonably assist each other and cooperate and share information with respect to such claim.
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Responsibility to Defend. If, during the Term of this Agreement, a Third Party asserts that a Patent Right or other right controlled by such Third Party is infringed or will be infringed in the Territory by the exercise of the licenses granted under Article 2 (License Grants), then, subject to Section 6.7.4 (Challenge to Certain Third Party Patents), Xxxxxx will have the sole right to defend against any such claim using the counsel of its own choosing; provided that Akebia will keep Licensee reasonably informed regarding any such claim. For such proceedings initiated prior to the Effective Date, Akebia will be responsible for [**]% of out-of-pocket costs and fees, including attorneys’ fees, expert fees, court fees, and translation costs, incurred by Xxxxxx in connection with any such proceeding, including any appeals related to such proceeding. Akebia will provide to Licensee, and the Parties will review and discuss, a budget of the costs and expenses to be incurred by or on behalf of Akebia in connection with any such proceeding initiated on or after the Effective Date, and Licensee will be responsible for [**] such costs and expenses, including attorneys’ fees, expert fees, court fees, and translation costs, incurred by either Party in connection with any such proceeding initiated on or after the Effective Date, including any appeals related to such Akebia Defense Action. Licensee will reimburse Akebia for [**] costs and expenses related to any such proceeding initiated on or after the Effective Date no later than [**] of receipt of an invoice therefor from Akebia. Xxxxxx will not settle such claim in a manner that materially adversely affects Licensee’s interests and in a manner that is disproportionate to Xxxxxx’s interests, without the written consent of Licensee. In addition, the Parties will reasonably assist each other and cooperate and share information with respect to such claim.
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Responsibility to Defend. If, during the Term of this Agreement, a Third Party asserts that a Patent Right or other right controlled by such Third Party is infringed or will be infringed in the Territory by the exercise of the licenses granted under Article II (Licenses), then Xxxxxx will be responsible for defending against any such claim at its own expense using Commercially Reasonable Efforts and the counsel of its own choosing. Akebia will be solely responsible for all amounts payable to such Third Party as a result of such claim, whether by settlement or judgment, except that Akebia will be responsible for [**]% and Licensee will be responsible for [**]%, in each case, of any payments owed to such Third Party that are attributable to the Licensed Product and allocable to the Territory. Xxxxxx will not settle such claim in a manner that materially adversely affects Licensee’s interests and in a manner that is disproportionate to Xxxxxx’s interests, without the written consent of Licensee. In addition, the Parties will reasonably assist each other and cooperate and share information with respect to such claim.
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Responsibility to Defend. If, during the Term of this Agreement, a Third Party asserts that a Patent or other right controlled by such Third Party is infringed or will be infringed in the Territory by the exercise of the licenses granted under Article II (Licenses), then, subject to Section 10.10.2 (Challenge to Certain Third Party Patents), [***] will be responsible for defending against any such claim at its own expense using Commercially Reasonable Efforts and the counsel of its own choosing; provided that, (a) [***] will keep [***] reasonably informed regarding any such claim, including by providing [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Licensee with [***] relating to such claim, (b) [***], and (c) [***] will be entitled to attend any [***] related to such claim (to the extent relevant, together with its own counsel, at its own expense). [***], except that [***], in each case, of any [***], unless the Parties agree otherwise). [***] will not [***]. In addition, the Parties will reasonably assist each other and cooperate and share information with respect to such claim.
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Related to Responsibility to Defend

  • Duty to Defend The Consultant’s obligation in Subsection 11.1 above applies to the maximum extent allowed by law and includes defending the City, its officers, employees and agents as set forth in Sections 2778 and 2782.8 of the California Civil Code. Upon the City’s written request, the Consultant, at its own expense, shall defend any suit or action that is subject to the obligation in Subsection 11.1 above.

  • Right to Defend Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

  • Opportunity to Defend The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expense.

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