CLAIMS BY THIRD PARTY. As to any Inventions which were made, developed, perfected, devised, conceived or reduced to practice by Employee during the period of his/her employment by the Company, and up to and including a period of twelve (12) months after termination of his/her employment, but which are claimed for any reason to belong to an entity or person other than the Company, Employee will promptly disclose the same in writing to the Company and shall not disclose the same to others if the Company, within twenty (20) days thereafter, shall claim ownership of such Inventions under the terms of this Agreement.
CLAIMS BY THIRD PARTY. As to any Inventions which were made, developed, perfected, devised, conceived or reduced to practice by me during the period of my employment by the Company, and up to and including a period of twelve (12) months after termination of my employment, but which are claimed for any reason to belong to an entity or person other than the Company, I will promptly disclose the same in writing to the Company and shall not disclose the same to others if the Company, within twenty (20) days thereafter, shall claim ownership of such Inventions under the terms of this Agreement. If the Company makes such a claim, I agree that any controversy relating to such claim shall be settled and determined by binding arbitration conducted in San Diego, California, in accordance with the rules of the Judicial Arbitration and Mediation Services then existing. The cost of arbitration shall be shared equally.
CLAIMS BY THIRD PARTY. Each ELIXIR Member State agrees to indemnify and hold the EMBL harmless from and against any and all such direct, indirect or consequential loss or similar damage to a third party as a result of the operation or management of the ELIXIR Hub or from Commissioned Services from the EMBL according to Article 5.4, provided that such damage was not caused by the EMBL’s willful act or gross negligence.
CLAIMS BY THIRD PARTY. 31.1 If grounds for any General Warranty Claim arise as a result of a claim by a third party or grounds for a claim to be brought against a third party which are based on circumstances which are reasonably likely to give rise to grounds for any General Warranty Claim, the Buyer shall:
(a) notify the Warrantors in writing of the Third Party Claim as soon as reasonably practicable upon a director or the secretary of the Buyer becoming aware of the Third Party Claim (and, in any event, within 10 Business Days of becoming aware of the Third Party Claim) and where practicable prior to taking any material step to defend the Third Party Claim or to compromise, settle or waive any right in relation to the Third Party Claim; and
(b) provide (save to the extent that doing so would have the effect of waiving an legal privilege relating to the Third Party Claim) the Warrantors with such information, documents and records as the Warrantors may reasonably require relating to the Third Party Claim and shall keep the Warrantors informed of any material development in the conduct of the Third Party Claim and consult with the Warrantors prior to taking any course of action unless to take such course of action would have a material adverse effect on the business of any member of the Group. provided that nothing in this paragraph 31.1 shall require the Buyer or any member of the Buyer’s Group to take or refrain from taking any action if the Buyer reasonably considers that taking such action or refraining from taking such action will materially and adversely affect the goodwill, financial position or bona fide commercial interests of, or the business carried on by, the Buyer’s Group or any member of it.
31.2 Notwithstanding the foregoing provisions of this paragraph 31, no failure by the Buyer to comply with this paragraph 31 shall in any way have effect so as to prejudice the ability or right of the Buyer to bring a claim under schedule 4 (Warranties) at any time.
CLAIMS BY THIRD PARTY. The Manager shall give notice within a reasonable time to the Owner upon notice of any third party claim or the commencement of any third party legal proceedings ("Third Party Claim") arising after the Effective Date against the Manager for which is entitled to indemnification hereunder. Owner shall cooperate in the defense of such Third Party Claim. Manager shall have the right to assume and control, at Owner's expense, any Third Party Claim which Manager, in its reasonable discretion, believes may have a material impact on the business at the Facilities.
CLAIMS BY THIRD PARTY. If grounds for any Warranty Claim arise as a result of, or in connection with, a claim by, or alleged liability to, a third party (a "THIRD PARTY CLAIM"), the Third Party Claim shall not be compromised or settled without the prior written consent of the Warrantors and the Purchaser, such consent not to be unreasonably withheld or delayed. If requested promptly in writing by the Warrantors and, subject to the Purchaser being indemnified to its reasonable satisfaction by the Warrantors against all associated Expenses, the Purchaser shall:
CLAIMS BY THIRD PARTY. If a Third Party Claim arises the Buyer:
CLAIMS BY THIRD PARTY. Subject to the provisions of Section 14 ---------------------- hereof, if a Third Party Claim is made or proceeding is commenced against an Indemnified Party, such Indemnified Party will promptly notify the Indemnitor in writing. No failure of an Indemnified Party to so notify the Indemnitor shall relieve the Indemnitor from the obligation to indemnify the Indemnified Party unless and to the extent the Indemnitor is actually prejudiced by such failure. Such Indemnified Party will accord the Indemnitor the opportunity to assume entire control for the defense, compromise or settlement of any such Third Party Claim through its own counsel and at its own expense; provided that no such compromise or settlement shall include any non-monetary terms and conditions applicable to such Indemnified Party without the consent of the Indemnified Party; and provided further, that the Indemnified Party may retain its own counsel at its own expense (the Indemnitor shall only be liable for the cost of one such counsel for all Indemnified Parties) if the Indemnitor, within thirty (30) days (or such shorter period required to file a responsive pleading) after notice of any Third Party Claim, fails to assume the defense of such Third Party Claim. If the Indemnitor Party does not assume entire control of the defense, compromise or settlement of such Third Party Claim, the Indemnified Party may compromise or settle any such Third Party Claim. Buildscape and the Lumber Company each agrees to cooperate fully with respect to the defense of any Third Party Claim.
CLAIMS BY THIRD PARTY. As to any Inventions which were made, developed, perfected, devised, conceived or reduced to practice by me during the period of my employment by the Company, and for a period of twelve (12) months after the termination of my employment, but which are claimed for any reason to belong to an entity or a person other than the Company and shall not disclose the same to others if the Company, within twenty (20) days thereafter, shall claim ownership of, or an interest in, such Inventions under the terms of this Agreement. If the Company makes such a claim, I agree that any controversy relating to such claim shall be settled and determined by binding arbitration conducted in San Diego, California, in accordance with the rules of the Judicial Arbitration and Mediation Services then existing. The cost of arbitration shall be shared equally. In the event Employee is notified that a person or entity other than Employee, or a company in which Employee has an ownership interest, or a new employer of Employee, asserts a claim to such Inventions, Employee's sole responsibility shall be to notify Company and otherwise provide cooperation in accordance with Paragraph 5 of this Agreement.
CLAIMS BY THIRD PARTY. 34 10.5 Failure by the Shareholders to Defend...............................34 10.6 Obligations of the Shareholders in Defending Claims.................35 10.7
