Common use of Right to Participate in Defense Clause in Contracts

Right to Participate in Defense. Without limiting Section 11.4.1, 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, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof, and the assumption by the indemnifying Party of such expense, 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 11.4.1 (in which case the Indemnified Party shall control the defense). In the event the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles, each Party shall retain its own counsel.

Right to Participate in Defense. Without limiting Section 11.4.19.3(b), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party a Claim and to employ counsel of its choice for such purpose; provided, ***Confidential Treatment Requested however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 9.3(b) (in which case the Indemnified Party shall control the defense). In the event , or (iii) the interests of the Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules rules, or equitable principles, each Party shall retain its own counsel.

Right to Participate in Defense. Without limiting Section 11.4.17.3(b), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party a 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, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, or (ii) the indemnifying Indemnifying Party has failed to assume ***Confidential Treatment Requested the defense and employ counsel in accordance with Section 11.4.1 7.3(b) (in which case the Indemnified Party shall control the defense). In the event , or (iii) the interests of the Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules rules, or equitable principles, each Party shall retain its own counsel.

Right to Participate in Defense. Without limiting Section 11.4.111.4.1 (Control of Defense), any Indemnified Party shall be entitled to participate in, but not control, the defense of such a Third Party Claim and to employ counsel of its choice for such purpose; provided, provided that such employment of counsel shall be at the Indemnified Party’s own expense unless (ia) the employment thereof, and the assumption by the indemnifying Party of such expense, counsel thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, or (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense) (in which case the Indemnified Party shall control the defense). In the event ) or (c) the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicable, on the indemnifying Party one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties all such Persons under Applicable Law, ethical rules or equitable principles, each Party shall retain its own counsel.

Right to Participate in Defense. Without limiting Section 11.4.18.6.1, any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim a claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified PartyIndemnitee’s own expense unless (ia) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, or (iib) at any point the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 8.6 (in which case the Indemnified Party shall will control the defense). In the event ) or (c) if the interests of the Indemnified Party and the indemnifying Party Buyer Indemnitee or Seller Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, with respect to such the Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable applicable Law, ethical rules or equitable principles, each Party shall retain its own counsel.

Right to Participate in Defense. Without limiting Section 11.4.112.4 above, 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 unless, subject to the consent of an insurer, if applicable, (ia) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Party in writing, or (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 12.4 (in which case the Indemnified Party shall control the defense). In the event ) or (c) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law, ethical rules or equitable principles, each Party shall retain its own counsel.

Right to Participate in Defense. Without limiting Except with respect to any Third Party Claim that is a Third Party Infringement Claim, the process for the defense of which shall be governed by Section 11.4.17.5, any Indemnified Party shall be entitled to participate in, but not control, the defense of such a 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 sole cost and expense unless (ia) the employment thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized by the indemnifying Party in writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 10.2.2 (in which case the Indemnified Party shall control the defense). In the event , or (b) the interests of the Indemnified Party and any Allergan Indemnitee or UroGen Indemnitee, as applicable, on the indemnifying Party one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties all such Persons under Applicable Law, ethical rules or equitable principles, each principles (in which case the Indemnifying Party shall retain control its own counseldefense and the Indemnified Party shall control the defense of the Allergan Indemnitees or the UroGen Indemnitees, as applicable).

Right to Participate in Defense. Without limiting Section 11.4.1, any Any Indemnified Party shall be entitled to participate in, but not control, in 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 sole cost and expense unless (ia) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writingwriting (in which case, or the defense shall be controlled as provided in Section 9.3.2 (iiControl of Defense)), (b) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 9.3.2 (Control of Defense) (in which case the Indemnified Party shall control the defense). In , or (c) the event Indemnifying Party has assumed the defense and selected its defense counsel, but the interests of the Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principlesprinciples (in which case, each the Indemnifying Party shall retain control its own counseldefense).

Right to Participate in Defense. Without limiting Section 11.4.19.4.1, 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, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof, and the assumption by the indemnifying Party party of such expense, has been specifically authorized by the indemnifying Party in writing, or (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 9.4.1 (in which case the Indemnified Party shall control the defense). In the event , or (c) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles, each Party shall retain its own counsel.

Right to Participate in Defense. Without limiting Section 11.4.19.2(c)(ii)(l), 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 (iA) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Party in writing, or (iiB) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 9.2(c)(ii)(l) (in which case the Indemnified Party shall control the defense). In the event the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles, each Party shall retain its own counselCONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS ([***]) DENOTE SUCH OMISSIONS. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMMITTED INFORMATION.

Right to Participate in Defense. Without limiting Section 11.4.1, any Any Indemnified Party shall be entitled to participate in, but not control, in 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 sole cost and expense unless (ia) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writingwriting (in which case, or the defense shall be controlled as provided in Section 11.3.2 (iiControl of Defense)), (b) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 11.3.2 (Control of Defense) (in which case the Indemnified Party shall control the defense). In the event , or (c) the interests of the Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principlesprinciples (in which case, each the Indemnified Party shall retain control its own counseldefense).

Right to Participate in Defense. Without limiting Section 11.4.1, any Any Indemnified Party shall be entitled to participate in, but not control, in 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 sole cost and expense unless (ia) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writingwriting (in which case, or the defense shall be controlled as provided in Section 8.3.2 (iiControl of Defense)), (b) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 8.3.2 (Control of Defense) (in which case the Indemnified Party shall control the defense). In the event , or (c) the interests of the Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principlesprinciples (in which case, each the Indemnified Party shall retain control its own counseldefense).

Right to Participate in Defense. Without limiting Section 11.4.18.3(a), any the Indemnified Party shall be entitled to participate in, but not control, the defense of such any 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, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, or (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 8.4(a) (in which case the Indemnified Party shall control the defense). In the event , or (iii) the interests of the Indemnified Party and the indemnifying Party Indemnified Party’s Indemnitees, on the one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties such Persons under Applicable Law, ethical rules or equitable principles, each Party shall retain its own counsel.

Right to Participate in Defense. Without limiting Section 11.4.1, 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, provided that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized by the indemnifying Party in writing, or (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (in which case the Indemnified Party shall control the defense). In the event , or (c) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles, each principles (in which case the Indemnifying Party shall retain control its own counseldefense and the Indemnified Party shall control the defense of the Indemnified Party).

Right to Participate in Defense. Without limiting Section 11.4.17.3(b), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party a 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, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, or (ii) the indemnifying Indemnifying Party has failed to assume ***Confidential Treatment Requested 18 the defense and employ counsel in accordance with Section 11.4.1 7.3(b) (in which case the Indemnified Party shall control the defense). In the event , or (iii) the interests of the Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules rules, or equitable principles, each Party shall retain its own counsel.

Right to Participate in Defense. Without limiting Section 11.4.19.4.1, any Indemnified Party shall be entitled to participate in, but not control, the defense of such a 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 (ia) the employment thereof, thereof and the assumption by the indemnifying Party reimbursement of such expense, expenses relating thereto has been specifically authorized by the indemnifying Indemnifying Party in writing, or (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 9.4.1 (in which case the Indemnified Party shall control the defense). In the event ) or (c) the interests of the Indemnified Party and any Medtronic Indemnitee or Acorda Indemnitee, as applicable, on the indemnifying Party one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties all such Persons under Applicable Law, ethical rules or equitable principles, each Party shall retain its own counsel.

Right to Participate in Defense. Without limiting Section 11.4.115.5(d)(i), 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 twenty percent (20%) of the Indemnified Party’s own cost and expense unless (i) the employment thereof, and the assumption by the indemnifying Party of such expense, 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 11.4.1 15.5(d)(i) (in which case the Indemnified Party shall control the defense). In the event ) or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles, each principles in which case the indemnifying Party shall retain its own counselassume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party.

Right to Participate in Defense. Without limiting Section 11.4.117.2.2, any the Indemnified Party shall be entitled to participate in, but not control, the any defense or settlement of such any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 17.2 and shall bear its own costs and expenses with respect to employ counsel of its choice for such purposeparticipation; provided, provided that the Indemnifying Party shall bear such employment shall be at the Indemnified Party’s own expense unless costs and expenses if (ia) the employment thereof, and the assumption by the indemnifying Party of such expense, thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, or (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 17.2.2 (in which case the Indemnified Party shall control the defense). In the event ) or (c) the interests of the Indemnified Party and any of the indemnifying Party Indemnified Party’s indemnitees, on the one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties all such Persons under Applicable applicable Law, ethical rules or equitable principlesprinciples (in which case, each the Indemnified Party shall retain control its own counseldefense).