ACTIONS BY THIRD PARTIES. If during the term of this Agreement one (1) or more third parties file suit in the Territory against Grantee or any of its purchasers for patent infringement due to Grantee's or any purchaser's manufacture, marketing, use, export or sale of A-55 Products in the best modes contemplated by A-55 or in modes approved by A-55, Grantee shall notify A-55 of such suit and tender defense thereof to A-55. If A-55 refuses the defense of same, Grantee may at its option elect to defend said suit. A-55 shall indemnify and hold Grantee harmless from damages assessed against Grantee in an third party infringement suit, but said indemnification shall be limited to an amount equal to the payments made to A-55 by Grantee under the terms of this Agreement.
ACTIONS BY THIRD PARTIES. 10.1 If the Purchaser becomes aware of any claim, action or demand made against it or any Group Company by a third party which may give rise to a claim under the Transaction Documents (a "Third Party Claim"), subject to the Purchaser and each member of the Purchaser Group and each Group Company being indemnified and secured to the Purchaser's reasonable satisfaction by the Seller against all costs and expenses, including those of its professional advisers, which may be incurred or suffered in respect of such Third Party Claim, the Purchaser shall:
10.1.1 as soon as reasonably practicable, notify the Seller and the Promoters giving reasonably available details of the relevant facts and circumstances relating to the Third Party Claim;
10.1.2 procure that the relevant Group Company shall keep the Seller and the Promoters reasonably informed of all material developments in relation to the Third Party Claim and not settle or make any admission of liability, agreement or compromise any claim or matter relating to the Third Party Claim without written consent of the Seller and the Promoters, such consent not to be unreasonably withheld or delayed or conditioned; and
10.1.3 procure that the relevant Group Company shall (subject to the Purchaser and its relevant Affiliates being entitled to employ its own professional advisers) consult with and take all such action as the Seller and the Promoters may reasonably request in relation to the Third Party Claim, including commencing conducting, defending, resisting, settling, compromising or appealing against any Proceedings.
ACTIONS BY THIRD PARTIES. 10.1 If the Purchaser becomes aware of any claim action or demand made against it by a third party (a "Third Party Claim") which may give rise to a Claim:
10.1.1 the Purchaser shall, as soon as practicable, notify the Vendor giving reasonable details, so far as are known to the Purchaser, of the relevant facts and circumstances relating to the Third Party Claim; and
10.1.2 the Purchaser shall keep the Vendor reasonably informed of all material developments in relation to the Third Party Claim within its knowledge.
ACTIONS BY THIRD PARTIES. The parties agree not to benefit from any lawsuit, administrative proceeding or compliance review brought by any other person or agency against any of the individuals and entities released in this Agreement, to the fullest extent of law.
ACTIONS BY THIRD PARTIES. (a) If and to the extent that any claim is made or any litigation is instituted against either PEMSTAR or one of its Affiliates or HongGuan or one of its Affiliates (herein referred to as the "Initial Defendant") by any third party in any competent court, tribunal or other forum in any country, which claim or litigation asserts or is based in whole or in part upon a fact, circumstance, premise or allegation which, if true, would be subject to indemnification by the other Party pursuant to Section 11.1, then (i) the Initial Defendant shall be permitted to implead, or cross-claim against, or otherwise include as a defendant, such other Party hereunder, (ii) such other Party hereby consents to the jurisdiction of any such competent court, tribunal or forum, (iii) such other Party shall assume the Initial Defendant's defense of any such claim or litigation and pay the costs thereof, and (iv) if and to the extent that such claim of, or litigation instituted by, such third party is successful, and damages are awarded or injunctive relief or other equitable remedy is granted against the Initial Defendant, then (as between the Parties hereto) such other Party shall be liable for the payment of such damages to such third party or shall reimburse the Initial Defendant for the payment of such damages immediately following the making of such payment or (to the extent injunctive relief or other equitable remedy is granted) shall be liable for any damages suffered by the Initial Defendant; provided that if the claim by the third party is not successful, the Initial Defendant shall immediately reimburse or indemnify such other Party in such amount as shall be necessary such that, following such payment, both Parties shall have shared equally in the costs and expenses incurred to defend such claim or litigation.
(b) The provisions of clause (a) of this Section 11.3 shall operate separate and independently of the other provisions of this Article 11 (other than Section 11.
ACTIONS BY THIRD PARTIES. If the Purchaser becomes aware of any claim, action or demand made against it or any Group Company by a third party which may give rise to a claim under the Transaction Documents (a "Third Party Claim"), subject to the Purchaser and each member of the Purchaser Group and each Group Company being indemnified and secured to the Purchaser's reasonable satisfaction by the Seller against all costs and expenses, including those of its professional advisers, which may be incurred or suffered in respect of such Third Party Claim, the Purchaser shall:
ACTIONS BY THIRD PARTIES. 7.4.1 Subject to Section 7.4.2, Kos shall have the exclusive right to defend, settle or compromise all litigation (including actions, suits and proceedings before judicial or administrative tribunals, and arbitration proceedings) in which Kos, its officers, directors or shareholders, Sublicensees, or its vendees are charged by virtue of the manufacture, use or sale of a Licensed Product under this Agreement with infringement of any intellectual property rights of third parties.
7.4.2 If any third party shall bring an action against Kos, its officers, directors or shareholders, Sublicensees or its vendees for infringement of any patent or rights thereunder of such third party, by reason of the manufacture, use or sale of a Licensed Product by Kos, Sublicensees, or their customers (ultimate or in privity or otherwise), Kos shall promptly give written notice to USL of the institution of such action. Kos shall be solely responsible for the costs and expenses of defending such infringement actions. Kos shall be entitled, in its sole discretion, but after consultation with USL, to settle or compromise any infringement action against Kos or Sublicensees relating to a Licensed Product.
ACTIONS BY THIRD PARTIES. To the fullest extent permitted by law, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (formal or informal), whether civil, criminal, administrative, or investigative, including all appeals (other than an action, suit or proceeding by or in the right of the corporation) by reason of the fact that such person, such person's testator or intestate, is or was a director, officer, or employee of the corporation, or of any subsidiary or affiliate of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, partner, or employee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorney's fees), judgments, decrees, fines (including excise taxes), penalties, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding and all expenses and attorney's fees incurred in successfully asserting a claim for indemnification pursuant to this Section 1, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.
ACTIONS BY THIRD PARTIES. The Stockholder will not enter into any discussions, negotiations, arrangements or understandings with or advise, assist, encourage or cooperate with any third party with respect to any of the acts specified in Article 1 of this Agreement or take, assist, encourage or cooperate in any other action that is inconsistent with the terms of this Agreement.
ACTIONS BY THIRD PARTIES. In the event either party is accused of infringing any patent or other intellectual property right of a third party, involving any claim of patent
