Joint Defense Clause Samples

Joint Defense. Notwithstanding paragraph 10.2 above, in cases where PARTIES agree in writing to a joint defense, PARTIES may appoint joint defense counsel to defend the claim, action, or proceeding arising out of the concurrent acts or omissions of PARTIES. Joint defense counsel shall be selected by mutual agreement of PARTIES. PARTIES agree to share the costs of such joint defense and any agreed settlement in equal amounts, except as provided in paragraph 10.4 below. PARTIES further agree that no PARTY may bind the others to a settlement agreement without the written consent of the others.

Joint Defense. Notwithstanding anything to the contrary herein contained, if (a) Indemnitee elects to retain counsel in connection with any Claim in respect of which indemnification may be sought by Indemnitee against the Company pursuant to this Agreement and (b) any other director or officer of the Company may also be subject to liability arising out of such Claim and in connection with such Claim may seek indemnification against the Company pursuant to an agreement similar to this Agreement, Indemnitee, together with such other persons, will employ counsel to represent jointly Indemnitee and such other persons unless the employment of separate counsel shall have been authorized in writing by the Board of Directors of the Company in connection with the defense of such action or the Indemnitee shall have reasonably concluded and delivered to the Board of Directors a written request setting forth in reasonable detail the basis for the determination that such Indemnitee has available to its defenses which are inconsistent with the defenses available to any other party seeking indemnification against the Company. In the event the Board of Directors of the Company fails to act on such request within 30 calendar days after receipt thereof by the Company, Indemnitee will be deemed to be entitled to be represented by separate counsel in connection with such Claim.

Joint Defense. The Parties agree to cooperate, to proceed with reasonable diligence, and to use reasonable best efforts to defend any lawsuit or administrative proceeding challenging the legality, validity or enforceability of any term of this Agreement, or any Party's right to act in accordance with any of the terms of this Agreement. Except as otherwise provided in the Environmental Cost Sharing Agreement, or under an agreement referenced in Section 6.2 (14), each Party shall bear its own costs of participation and representation in any such defense.

Joint Defense. The Parties agree to cooperate with respect to the sharing of Information as necessary to defend a patent application or patent that is the subject of a license between Incept and Ocular.

Joint Defense. If Company and Consultant are named as defendants in the same legal proceeding (whether in court, an arbitration proceeding, a governmental investigation, or otherwise), or in similar or related legal proceedings, the sharing of information, strategies, documents, or exhibits, joint participation in interviews with witnesses or discussions with consulting experts or others, or similar cooperative action taken by them in connection with such proceedings shall be subject to a "joint defense" privilege and each of them shall, and shall use commercially reasonable efforts to cause their counsel and employees and agents to, maintain as confidential any such shared information to the same extent that such party maintains the confidentiality of other privileged information (but shall not have the Right to waive such privilege without the written consent of the other party to the proceeding).

Joint Defense. In the event of any challenge to the Subbasin GSP as it relates to the CEMEX Site, or made subject to a claim or penalty regarding the same, the Members shall meet and confer to determine whether to further coordinate and cooperate by undertaking joint defense, including utilizing a common interest/joint defense agreement.

Joint Defense. Notwithstanding anything to the contrary contained herein, if (a) the Indemnitee elects to retain counsel in connection with any Proceeding or claim in respect of which indemnification may be sought by the Indemnitee against the Company pursuant to this Agreement and (b) any other director or officer of the Company or person serving at the request of the Company in an Authorized Capacity of or for Another Entity may also be subject to liability arising out of such Proceeding or claim and in connection with such Proceeding or claim seeks indemnification against the Company pursuant to an agreement similar to this Agreement, the Indemnitee, together with such other persons, will employ counsel to represent jointly the Indemnitee and such other persons unless the Indemnitee determines that such joint representation would be precluded under the applicable standards of professional conduct then prevailing under the law of the State of Louisiana, in which case the Indemnitee will notify the Company (to the attention of the Secretary) thereof and will be entitled to be represented by separate counsel.

Joint Defense. Notwithstanding subsection seven (7) above, in cases where Agency and the District agree in writing to a joint defense, Agency and District may appoint joint defense counsel to defend the claim, action or proceeding arising out of the concurrent acts or omissions of Agency and District. Joint defense counsel shall be selected by mutual agreement of the parties. The parties further agree that no party may bind the other party to a settlement agreement without the written consent of the other party.

Joint Defense. Pursuant to Section 8.5 of the Plan, Assumed Third Party Claims have been channeled to the Litigation Facility for resolution. To facilitate efficient and effective resolution of the Litigation Facility Obligations: (a) Common Counsel shall be retained to defend the Litigation Facility Obligations. Such counsel shall be selected by the Manager. All defense costs for common counsel shall be paid by the Litigation Facility, subject to the review and limits specified in paragraph 6.03(e) of this Agreement. Such counsel shall defend the Dow Corning product, regardless of the person or entity against whom the Claim at issue is made and shall not attempt to shift or allocate liability or damages between the parties jointly represented. (b) The defendants to the Assumed Third Party Claims shall be permitted to retain separate counsel in lieu of or in addition to common counsel, but the costs of their separate counsel shall be borne exclusively by them and not by the Litigation Facility. All such separate counsel shall be allowed to appear and be heard at any of the steps comprising the Claims Resolution Procedures (as defined herein) and to control the defense and resolution of such Assumed Third Party Claim. (c) The defendants to the Assumed Third Party Claims shall cooperate in the defense of the Claims and shall maintain all privileges and information in the same manner and to the same extent as set forth in Sections 2.04, 2.06 and 6.03(g) of this Agreement. If the applicable rules of evidence so provide, a tort claimant may offer this subsection into evidence at the trial of the case, but only insofar as it is relevant in assessing the testimony of a witness who has an obligation to cooperate pursuant to this subsection. To the maximum extent possible without compromising the Litigation Facility’s effective and efficient resolution of the Litigation Facility Obligations, the Manager, Debtor, and the Released Parties (who provide information to the Manager), and the defendants to the Assumed Third Party Claims shall negotiate and implement joint defense agreements and other coordinated claim resolution procedures, which shall include items (a) through (c) above and shall protect all privileged and confidential information furnished to or shared with the Manager as provided in Section 6.03(g) of this Agreement.