Limitations of Right to Assume Defense. Parent shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Company Representative if (i) the Company Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Company Third Party Claim seeks an injunction or equitable relief against a Company Indemnitee which is not merely incidental to a primary damage claim or claims for monetary damages; or (iii) there is a reasonable probability that a Company Third Party Claim may materially and adversely affect a Company Indemnitee other than as a result of money damages or other money payments.
Appears in 2 contracts
Sources: Merger Agreement (Jaguar Animal Health, Inc.), Merger Agreement (Marina Biotech, Inc.)
Limitations of Right to Assume Defense. Parent The Company Representative shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Company Representative Parent if (i) the Company Parent Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Company Parent Third Party Claim seeks an injunction or equitable relief against a Company Indemnitee Parent which is not merely incidental to a primary damage claim or claims for monetary damages; or (iii) there is a reasonable probability that a Company Parent Third Party Claim may materially and adversely affect a Company Indemnitee Parent other than as a result of money damages or other money payments.
Appears in 2 contracts
Sources: Merger Agreement (Jaguar Animal Health, Inc.), Merger Agreement (Marina Biotech, Inc.)
Limitations of Right to Assume Defense. The Committee and/or Parent shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Company Representative if (i) the Company Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Company Third Party Claim seeks an injunction or equitable relief against a Company Indemnitee which is not merely incidental to a primary damage claim or claims for monetary damages; or (iii) there is a reasonable probability that a Company Third Party Claim may materially and adversely affect a Company Indemnitee other than as a result of money damages or other money payments.
Appears in 1 contract