CLAIMS FROM THIRD PARTIES Sample Clauses

CLAIMS FROM THIRD PARTIES. 10.1. The Partner assumes the sole responsibility for Partner’s Products/ Services it offers on the VTEX Platform, as well as for compliance with consumer protection rules and other applicable legal provisions, recognizes that under no circumstances will VTEX be liable for any damages or claims made by third parties harmed in reason for the activities carried out on the VTEX Platform, and undertakes to take all necessary measures to exclude VTEX from the liability of eventual actions, being responsible for all costs and expenses, including attorney's fees, and the payment of eventual judicial determination.
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CLAIMS FROM THIRD PARTIES. 57.1 The parties agree that if any third party takes legal action or otherwise makes or asserts a claim against either of the parties to this agreement, and such action, assertion or claim is based upon infringement of any patent, trademark or copyright associated with the Designated Product, Designated Trademarks, The Copyright Works, or other proprietary right licensed or conveyed under the terms of the Original Agreement; then the following provisions shall apply. For convenience, any such action, assertion or claim shall be referred to below as a "third party infringement claim".
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CLAIMS FROM THIRD PARTIES. If a third party claims to one party that the service involves a defect in title, the other party shall be informed in writing as soon as possible. The responsible party shall deal with the claim at its own expense. The other party shall assist the party with this to a reasonable extent. One party shall commence and carry out the work of remedying the defect in title without undue delay by
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CLAIMS FROM THIRD PARTIES. 11.1. CONTRACTING PARTY acknowledges being solely liable for the products and/or services offered by it at the platform as well as for the fulfillment of the consumer defense rules within the scope of the activities it develops in the platform. In this context, if VTEX is sued by third parties by virtue of, including but not limited to, defects on the products or services offered by CONTRACTING PARTY or by any supplier of CONTRACTING PARTY, or further, for the non- compliance with the consumer defense rules, CONTRACTING PARTY undertakes to keep VTEX exempted from any claims.
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CLAIMS FROM THIRD PARTIES. CUSTOMER acknowledges being solely liable for the products and/or services offered by it via its website. In this context, if VTEX is sued by third parties by virtue of, including but not limited to, defects on the products or services offered by CUSTOMER or by any supplier of CUSTOMER, or further, for the noncompliance with applicable laws, CUSTOMER shall indemnify and defend VTEX from any such claims.
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Related to CLAIMS FROM THIRD PARTIES

  • Infringement Claims by Third Parties If the Exploitation of a Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo shall be responsible for defending any such claim, suit or proceeding [***], using counsel of Mereo’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

  • No Third Parties Benefited This Agreement is made and entered into for the sole protection and legal benefit of the Company, the Banks, the Agent and the Agent-Related Persons, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents.

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

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