CLAIMS FROM THIRD PARTIES Sample Clauses

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 a) ensuring that the other party can use the service as before, without infringing the rights of a third party, or b) or delivering another similar service that does not infringe the rights of a third party.
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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. 11.1. CONTRACTING PARTY acknowledges being solely liable for the products and/or services offered by it via its website as well as for the fulfillment of the consumer defense rules within the scope of the activities it develops in 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 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. 11.1.1. If VTEX is sued by third parties, CONTRACTING PARTY undertakes to take all the necessary actions to exclude VTEX from being a defendant in the claim. If such exclusion is not possible, CONTRACTING PARTY will bear all the costs and expenses, including but not limited to attorney fees, which VTEX will have to incur for its defense, anticipating the amounts requested by VTEX, or if CONTRACTING PARTY cannot anticipate the amounts or pay directly, it will have to reimburse VTEX for the amounts that the latter had already disbursed, within two (2) business days from VTEX’s request. In case VTEX is sentenced, CONTRACTING PARTY shall pay directly the sentence value or anticipate the amounts that VTEX will have to pay; however, if none of such alternatives is possible, CONTRACTING PARTY shall reimburse VTEX, within two (2) business days from VTEX’s request, for all the amounts that it disbursed if sentenced.
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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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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". 57.2 The parties agree to cooperate in defending, settling or otherwise resolving any third party infringement claim. 57.3 All costs of defending against any third party infringement claim shall be equally divided between the parties. 57.4 Costs of defending against any third party infringement claim shall include monetary outlays for court costs, lawyers fees, investigation costs, costs of depositions, copy costs incurred in connection with a lawsuit, and other monetary outlay costs incurred because of actions taken in connection with the third party infringement claim. 57.5 Costs of defending against any third party infringement claim shall not include labor or employment costs and associated taxes for any employee of either party unless there is specific further agreement that such employee costs shall be shared under the terms of this modification and the Original Agreement. Also excluded are costs of consultants normally employed by either party in connection with the party's regular business, unless agreed by the parties or unless the consultant's fees are specifically charged in connection with services provided in defending against the third party infringement claim. Management consultants shall be considered the same as employees for purposes of determining whether their service fees are considered costs of defending against any third party claims. 57.6 Any recovery to either party resulting from any third party infringement claim, such as a favorable ruling upon a counterclaim, shall first be used to pay unpaid costs incurred by both parties in connection with the third party infringement claim. Thereafter the parties shall be reimbursed to the extent that the costs of defending have not been borne equally. Thereafter the recovery shall be divided equally or in a manner sufficient to provide equal treatment of the parties with respect to costs and recovery in connect...
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CLAIMS FROM THIRD PARTIES. Notwithstanding the provision of part 57 of the Original Agreement, the parties hereto hereby modify such provisions and 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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Related to CLAIMS FROM THIRD PARTIES

  • RECOVERY FROM THIRD PARTIES 11.1 If 11.1.1 the Seller makes a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sum.

  • Claims by Third Parties The obligations and liabilities of an indemnifying party under any provision of this Agreement with respect to claims relating to third parties shall be subject to the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party or its designee will have the right but not the obligation, to assume the defense of any claim described in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.

  • Infringement Claims by Third Parties If the Exploitation of a Licensed 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 Licensee 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 Section 6.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, 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 Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***].

  • 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.

  • Claims Against Third Parties The Licensee shall, as soon as it becomes aware, give DACS in writing full particulars of any infringements or violations of any of DACS’ / the Artist’s rights in the Work.

  • Non-Third Party Claims Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.

  • No Third Parties Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

  • 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.

  • Settlement of Third Party Claims Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

  • Received From Third Party Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund’s custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

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