Conduct of Litigation Sample Clauses
The Conduct of Litigation clause defines how legal proceedings related to the contract will be managed between the parties. It typically outlines which party has the authority to initiate, defend, or settle lawsuits, and may specify requirements for cooperation, information sharing, or approval before taking legal action. This clause ensures that both parties understand their roles and responsibilities in the event of litigation, helping to prevent disputes over control and strategy during legal proceedings.
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Conduct of Litigation. (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI.
(b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim.
(c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Part...
Conduct of Litigation. Buyer and Seller shall cooperate fully in the prosecution or defense of any action, proceeding or claim by or against any third Persons involving the Assets, Assumed Liabilities, Excluded Assets and Retained Liabilities, and shall consult and confer with one another with respect thereto, at no cost to Buyer, on the one hand, or Seller, on the other hand, other than reimbursement for out-of-pocket expenses.
Conduct of Litigation. (a) If any Action is made, brought, or threatened against the Indemnitee for which the Indemnitee may be indemnified under this Agreement, the Indemnitee shall, to the extent not inconsistent with any private insurance coverage obtained by the Company:
Conduct of Litigation. SALARIUS shall select counsel for any suit referred to in Section 10.2 above who shall be reasonably acceptable to HLBLS. HLBLS shall pay eighty percent (80%) and SALARIUS shall pay twenty percent (20%) of the costs of such suit, including, without limitation, attorneys’ fees and court costs. Any damages, settlement fees or other consideration for past infringement received as a result of such litigation shall be shared by SALARIUS and HLBLS pro rata based on their respective sharing of the costs of such litigation. If necessary HLBLS shall join as a party to the suit but shall be under no obligation to participate beyond its above obligation to pay eighty percent (80%) of the costs of such suit, except to the extent that such participation is required as the result of being a named party to the suit. HLBLS shall have the right to participate and be represented in any suit by its own counsel at its own expense. SALARIUS shall not settle any such suit involving rights of HLBLS without obtaining the prior written consent of HLBLS, which consent shall not be unreasonably withheld.
Conduct of Litigation where HPPI is a party. Where it is necessary or desirable for HPPI to be named as a party in any litigation referred to in Paragraph 4.3 or 4.4, HPPI will do all acts and execute such legal papers as are reasonably requested by Mayne Pharma in connection with such litigation. The counsel selected by Mayne Pharma for the litigation (subject to the express consent of HPPI, not to be unreasonably withheld) shall represent both HPPI and Mayne Pharma. Notwithstanding the foregoing, if due to legal conflict, the parties cannot be represented by the same counsel, then each of JHU and Mayne Pharma shall have the right to retain its own separate legal counsel, in which case, the fees of such separate legal counsel shall still be paid by HPPI.
Conduct of Litigation. If a Claim from a Third Party is made against Western Power or Western Power’s officers or employees in the circumstances described in clause 12.2, Western Power must, as soon as reasonably practicable after determining that the Claim falls within clause 12.2:
Conduct of Litigation. 3.1 Upon the Purchaser or the Company becoming aware of any claim, action or demand against it or matter likely to give rise to any of these in respect of the Non-Tax Warranties, the Purchaser shall and shall procure that the Company shall:-
(A) as soon as reasonably practicable notify the Seller by written notice as soon as it appears to the Purchaser that the Seller is or may become liable under the Non-Tax Warranties;
(B) subject to the Seller indemnifying the Purchaser and/or the Company to their reasonable satisfaction against any liability, costs, damages or expenses which may be incurred thereby, take such action and give such information and access to personnel, premises, chattels, documents and records to the Seller and their professional advisers as the Seller may reasonably request and the Seller shall be entitled to require the Company to take such action and give such information and assistance in order to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal any claim in respect thereof or adjudication with respect thereto;
(C) at the request of the Seller, allow the Seller to take the sole conduct of such actions as the Seller may deem appropriate in connection with any such assessment or claim in the name of the Purchaser or the Company and in that connection the Purchaser shall give or cause to be given to the Seller all such assistance as the Seller may reasonably require in avoiding, disputing, resisting, settling, compromising, defending or appealing any such claim and shall instruct such solicitors or other professional advisors as the Seller may nominate to act on behalf of the Purchaser or the Company, as appropriate, but to act in accordance with the Seller's sole instructions;
(D) make no admission of liability, agreement, settlement or compromise with any third party in relation to any such claim or adjudication without the prior written consent of the Seller, such consent not to be unreasonably withheld or delayed; and
(E) take all reasonable action (having regard to the commercial interests of the Company) to mitigate any loss suffered by it in respect of which a claim could be made under the Non-Tax Warranties.
Conduct of Litigation. 22 ARTICLE 6 MISCELLANEOUS.............................................................23 6.01
Conduct of Litigation. In case a Claim could arise with respect to any negotiation, dispute or litigation relating thereto with any third party for which only money damages are sought, the Seller or its Affiliates shall have the right at their expense to elect a legal and/or tax adviser to assist the Seller or its Affiliates in contesting and/or defending such Claim.
a. Purchaser will grant to the Seller or its Affiliates or their counsel all authorizations and all assistance reasonably necessary (at the Seller’s or its Affiliates expense) to enable them to defend such matter and to properly conduct any litigation resulting therefrom; and
b. Purchaser may retain separate co-counsel and participate in the defense of such Claim at its own expense; and
c. So long as the Seller or its Affiliates have assumed and are conducting the defense of such Claim neither the Purchaser nor its Affiliates shall acknowledge any liability or reach an agreement with respect to a fact or circumstance that may lead to a Claim without the prior written consent of Seller or its Affiliates (not to be unreasonably withheld or delayed); and
d. No indemnifying party hereunder may consent to the entry of any judgment that does not relate solely to monetary damages arising from any third party claim without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld). The indemnifying party shall permit the indemnified party to participate in, but not control, the defense of any such action or suit through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party. The Purchaser shall ensure that the Seller or its Affiliates can, if so requested by it, compromise or defend, at their own expense and by their own counsel, any such dispute. If the Seller or its Affiliates shall undertake to compromise or defend any such asserted liability, it shall promptly notify the Purchaser in writing of its intentions to do so. In case a Claim could arise with respect to any negotiation, dispute or litigation relating thereto with any third party for which equitable relief is sought, Purchaser shall have the right at their expense to contest or defend against such claim. Seller will grant to the Purchaser, its Affiliates and counsel all authorizations and all assistance reasonably necessary to enable them to defend such matter and to properly conduct any litigation resulting therefrom, at Seller’s reasonable e...
Conduct of Litigation. For the purposes of 10.6 and 18.1:
(a) British Columbia will notify HRFN of any Proceeding to which the indemnity may apply;
(b) British Columbia will have exclusive conduct of the Proceeding in accordance with the Attorney General Act, R.S.B.C. 1996, c. 22; and
(c) British Columbia will use reasonable efforts to defend itself and will not settle any Proceeding without first discussing the terms of settlement with HRFN; and