Right to Monitor and Participate Sample Clauses

Right to Monitor and Participate. An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Sections 6.7 and 6.8, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.
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Right to Monitor and Participate. An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of
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Right to Monitor and Participate. An Indemnitee or Indemnifying Party that is not entitled to conduct and control the defense of any Third Party Claim nevertheless shall have the right to employ separate counsel of its own choosing to monitor and participate in the defense of any Third Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and shall not be subject to subsection (c) above; provided, however, that if there is a conflict of interest between Cowen or any Cowen Subsidiary, on the one hand, and SG or any SG Subsidiary, on the other hand, then the Indemnitee shall be entitled to employ separate counsel of its own choosing and at the reasonable expense of the Indemnifying Party.
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Right to Monitor and Participate. A Party that does not conduct any Shared Claim (or does not control the Defense, if applicable) will be entitled to appoint an attorney of its own choice to monitor (but not to control) such Shared Claim, and attorney’s fees and expenses will be borne by such Party, who shall make commercially reasonable efforts to cooperate with the Party that conducts the Shared Claim, including, but not limited to, making available to that Party all the witnesses, information and materials in its possession, except if there are real or potential conflicts of interest between the Parties that render joint representation inadequate.
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Right to Monitor and Participate. Notwithstanding Southwest’s election to defend any Third-Party Claim, each Party shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of Southwest or such Indemnitee, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Section 6.8 and Section 6.9, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any outside legal counsel to the Indemnitee reasonably determines in good faith that
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Right to Monitor and Participate. An Indemnitee or Indemnifying Party that is not entitled to conduct and control the defense of any Third Party Claim nevertheless shall have the right to employ separate counsel of its own choosing to monitor and participate in the defense of any Third Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and shall not be subject to subsection (c) above; PROVIDED, HOWEVER, that the Hospira Indemnitees shall have no right to monitor and participate in the defense of any Proceedings described on SCHEDULE 1.01(n), except to the extent provided on such schedule.
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Right to Monitor and Participate. An Indemnitee or Indemnifying Party that is not entitled to conduct and control the defense of any Third Party Claim nevertheless shall have the right to employ separate counsel of its own choosing to monitor and participate in the defense of any Third Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and shall not be subject to subsection (c) above; provided, however, that the Hospira Indemnitees shall have no right to monitor and participate in the defense of any Proceedings described on Schedule 1.01(n), except to the extent provided on such schedule.
Sample 1
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Related to Right to Monitor and Participate

  • Right to Participate in Defense Without limiting Section 10.3.2(a), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party's own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2(a) (in which case the Indemnified Party shall control the defense).

  • Right to Disclose With respect to any information, knowledge, or data disclosed to the Contractor by the Subcontractor, the Subcontractor warrants that the Subcontractor has full and unrestricted right to disclose the same without incurring legal liability to others, and that the Contractor shall have the full and unrestricted rights to use and publish the same as it may see fit. Any restrictions on Contractor’s use of information, knowledge, or data disclosed by Subcontractor must be made known to Contractor.

  • Right to Information The City of Xxxxxx reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right.

  • Right to Review After receiving written notice of the denial of a claim, a claimant or his representative shall be entitled to:

  • Controlling Provisions In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

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