Separate Defense Clause Samples

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Separate Defense. Notwithstanding the foregoing, the relevant Lowe’s Indemnitees shall retain, assume, or reassume sole control over every aspect of the legal defense that it/they believe(s) is not the subject of the defense and indemnification provisions of this Article.
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Separate Defense. Unless the Parties otherwise agree, Medtronic shall have the exclusive right, at its sole expense, to defend any Third Party Claim that may be brought against Medtronic and shall have the sole right and authority to settle any such Third Party Claim; provided, however, that Medtronic shall not enter into any settlement that adversely affects CardioMEMS’ rights or interests in the CardioMEMS Intellectual Property or the Jointly
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Separate Defense. Unless the Parties otherwise agree, CLDA shall have the exclusive right, at its sole expense, to defend any Third Party Claim that may be brought against CLDA and shall have the sole right and authority to settle any such Third Party Claim; provided, however, that CLDA shall not enter into any settlement that materially adversely affects AVRX’s rights or interests without AVRX’s written consent, such consent not to be
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Separate Defense. ▇▇. ▇▇▇▇▇ shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of ▇▇. ▇▇▇▇▇ unless: (i) the Company has agreed in writing to pay such fees and expenses; or (ii) the Company shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to ▇▇. ▇▇▇▇▇ in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both ▇▇. ▇▇▇▇▇ and the Company, and ▇▇. ▇▇▇▇▇ shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent ▇▇. ▇▇▇▇▇ and the Company (in which case, if ▇▇. ▇▇▇▇▇ notifies the Company in writing that he elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Company). The Company shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of ▇▇. ▇▇▇▇▇, effect any settlement of any pending Proceeding in respect of which ▇▇. ▇▇▇▇▇ is a party, unless such settlement includes an unconditional release of ▇▇. ▇▇▇▇▇ from all liability on claims that are the subject matter of such Proceeding.
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Separate Defense. Notwithstanding the foregoing, the relevant S&S Indemnitees shall retain, and may assume, or reassume sole control over every aspect of the legal defense that they believe is not the subject of the defense and indemnifica- tion provisions of this Article.
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Separate Defense. Each Covered Person shall be entitled to defend against and deal with any Covered Claim which shall be asserted against such Covered Person in such manner as such Covered Person reasonably deems to be in such Person’s best interests, including retention of counsel to investigate and deal with such claim, payment of the full amount claimed, settlement of such claim or defense against such claim to ultimate resolution.
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Related to Separate Defense

  • Separate Contractor Any person or entity other than Contractor that enters into an agreement with Owner to perform the construction of all or any portion of the construction on a Project.

  • Separate Counsel If any Action is asserted or commenced pursuant to which the indemnity provided in Section 9.4 hereof or the right of contribution provided in Section 9.5 hereof may apply, the Manager may take such action in connection therewith as it deems necessary or desirable, including retention of counsel for the Underwriters (“Syndicate Counsel”), and in its discretion separate counsel for any particular Underwriter or group of Underwriters, and the fees and disbursements of any counsel so retained will be allocated among the several Underwriters as determined by the Manager. Any such Syndicate Counsel retained by the Manager will be counsel to the Underwriters as a group and, in the event that: (a) the Manager settles any Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters, or (b)(i) a conflict develops between the Manager and the other Underwriters, or (ii) differing defenses are available to the other Underwriters and not available to the Manager, and as a result of either (b)(i) or (b)(ii) such Syndicate Counsel concludes that it is unable to continue to represent the Manager and the other Underwriters, then in each such case, after notification to the Manager and the other Underwriters, Syndicate Counsel will remain counsel to the other Underwriters and will withdraw as counsel to the Manager. The Manager hereby consents to such arrangement and undertakes to take steps to: (i) ensure that any engagement letters with Syndicate Counsel are consistent with such arrangement; (ii) issue a notice to all other Underwriters promptly following receipt of any advice (whether oral or written) from Syndicate Counsel regarding its inability to represent the Manager and the other Underwriters jointly; and (iii) facilitate Syndicate Counsel’s continued representation of the other Underwriters. Any Underwriter may elect to retain at its own expense its own counsel and, on advice of such counsel, may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof, and in each case, only after notification to every other Underwriter. The Manager may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof.

  • Separate Sales The Mortgaged Property may be sold in one or more parcels and in such manner and order as Mortgagee in its sole discretion may elect; the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

  • Separate Grievance File All documents, communications and records dealing with the processing of a grievance shall be filed in a separate grievance file and shall not be kept in the personnel file of any of the participants.

  • Separate Contracts The Owner reserves the right at any time and from time to time upon notice to Contractor to perform, or cause to be performed by other Contractors, other work at the Site in connection with the development of the Project that is not contemplated hereby or that is contemplated hereby if the Contractor and the Owner shall be unable to agree upon a Change Order incorporating such work as Work of the Contractor under this Contract. In either case, the Owner shall assure that such personnel or Contractors do not cause any conflict with the Work of Contractor. Contractor shall afford the Owner and other Contractors reasonable opportunity for the introduction, protection, and storage of material and equipment at the Site and the execution of work, and shall properly connect, if required by Contract Documents, and coordinate its work with theirs. If any work by the Owner or its other Contractors increases Contractor's costs or extends the time of performance, Contractor shall be entitled upon timely claim to a Change Order for payment by Owner of any reasonable costs actually incurred by Contractor as a result thereof and to an extension of time for performance for such reasonable time as the Design Professional shall determine. Contractor has no responsibility hereunder to certify the suitability or correctness of any work performed by Owner's own personnel or other Contractors under direct contract with the Owner. This Article also applies to installation of loose equipment and fixtures by the Owner, Using Agency, or a Separate Contractor.