CLAIMS OF THIRD PARTIES Sample Clauses

CLAIMS OF THIRD PARTIES. If claims of third parties are asserted against the Purchaser, which relate to the period of time before Closing and in respect of which the Purchaser may reasonably believe to be entitled to claim damages because of a breach of a Seller’s Representation, then the Purchaser shall inform the Seller as soon as possible, no later however than within fifteen (15) Business Days from gaining knowledge of the third party claim, and give it the opportunity to take over the defence against this claim in full at the Seller’s cost. The corresponding declaration must be submitted by the Seller within twenty (20) Business Days from receipt of the Purchaser’s report about the claim of the third party by the Seller. A take-over of the defence shall however presume that the Seller basically recognizes its liability from this Agreement in connection with the claim of the third party in full. If the Seller takes over the proceedings against the third party, it is entitled to select the legal advisers operating for the Purchaser and to conduct negotiations with the third party. The Seller is however not entitled to determine the initiation, conduct and termination of court or arbitration court proceedings without the Purchaser’s consent. The Purchaser will send the Seller and its authorized agents copies of the correspondence conducted with the third party in relation to the claim. The Seller undertakes to make all information available to the Purchaser, which it requires in order to defend the claim of the third party. If the Seller takes over the conduct of the proceedings against the third party, it is obliged to inform the Purchaser without request periodically, and at least monthly, about the status of the proceedings and about all steps taken. Written pleadings or similar documents are to be forwarded to the Seller in time, no later however than ten (10) Business Days before they are submitted for a statement. All costs and expenses incurred by the Seller in defending such third party claim shall be borne by the Seller.
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CLAIMS OF THIRD PARTIES. If a claim for indemnification arises out of a claim by a third party, including without limitation any governmental agency, body or authority, ("Third Party Claim") in the Notice of Claim, the Indemnitee shall state in reasonable detail the nature of the claim and the basis for asserting such claim. Such notice shall be given in accordance with Section 9.3 above and shall specify whether the Indemnitee intends to defend the claim. If the claim has resulted in the commencement of litigation, the Indemnitee shall take all necessary legal steps to preserve the legal rights of the Indemnitor until such time as the Indemnitor is able to assume or participate in the defense of the litigation. If the Indemnitee elects to defend the claim, the Indemnitor shall have the right to participate in the defense of the claim. If the Indemnitee does not elect to defend the claim, the Indemnitor shall have the obligation to defend the claim and the Indemnitee shall have the right to participate in such defense and hereby agrees to cooperate with the Indemnitor and make available to it or its counsel all records and other material reasonably required to defend the claim. If the Indemnitee is defending the claim, the Indemnitor shall be given written notice of any bona fide settlement offers received with respect to the claim. Within twenty (20) days of receipt of such offer, the Indemnitor may elect in writing to accept the settlement offer. If the Indemnitor wishes to accept such settlement offer and the Indemnitee does not, then such Third Party Claim shall be subject to a maximum indemnification in the amount of the settlement offer and the right to such indemnification of the Indemnitee shall be deemed established in such amount. So long as the Indemnitor may continue to have liability for such claim, the Indemnitee shall not have the right to settle such claim without the prior written consent of the Indemnitor. So long as a Third-Party Claim is pending, the Indemnitee shall hold in abeyance its claim for indemnification. If a settlement is reached which results in any liability on the part of the Indemnitor, or if a judgment is rendered against the Indemnitee which is not properly appealed or appealable, then the Indemnitee shall be entitled to assert its claim for indemnification. Each party shall be responsible for its own costs and expenses including legal fees incurred in investigating and defending such Third Party Claim, except that the Indemnitor shall pay the ...
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CLAIMS OF THIRD PARTIES. In case of claims started by third parties in relation to any circumstance, which is covered by the Warranties, BUYER shall promptly inform SELLER about said event and any eventual claim, suit, action or damage and BUYER shall agree with SELLER the relevant actions to be taken with respect to the defence, being understood that as all corresponding costs shall be borne by SELLER, the latter has the right to appoint its attorney and to decide with reference to the strategy of the defence (BUYER however might appoint its own attorneys at its own expenses). It is furthermore understood that BUYER's right to set off the relevant claim pursuant to Section 12.3 above shall apply only to the extent such claim is finally ascertained or an enforceable title has been released by the competent Authority.
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CLAIMS OF THIRD PARTIES. 17.1. You acknowledge that You do not allow any other person interested in the cargo to file charges, claims or actions against Us with Us, even if We have been negligent or have failed to perform our duties. If such allegations, claims or actions have taken place, You release Us from the Consequences of such allegations, claims or actions and reimburse the funds we have spent on them.
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CLAIMS OF THIRD PARTIES. In the event any third party asserts its proprietary intellectual property rights against either Party as a result of the manufacture, use, or sale of Products, the defense of such claim shall be conducted in accordance with the mutual agreement of the Parties, and costs associated with defending any litigation involving assertion of such rights and any recovery shall be shared equally.
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CLAIMS OF THIRD PARTIES 
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Related to CLAIMS OF THIRD PARTIES

  • Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement. This clause shall not affect any right or remedy of a third party which exists or is available apart from that Act.

  • 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 [***].

  • 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).

  • Defense of Third Party Claims In the case of a Third-Party Claim, the Indemnifying Party shall have the right: (a) to control and conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the claim, (b) to take all other reasonable steps or proceedings to settle or defend any such Third-Party Claim; provided, that the Indemnifying Party shall not settle any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed), and (c) to employ counsel designated by the Indemnifying Party to contest any such Third-Party Claim in the name of the Indemnified Party or otherwise. The Indemnifying Party shall, within fifteen (15) days of receipt of a Third-Party Claim Notice (the “Indemnity Notice Period”), give written notice to the Indemnified Party of its intention to assume the defense of such Third-Party Claim. If the Indemnifying Party does not deliver to the Indemnified Party within the Indemnity Notice Period written notice that the Indemnifying Party shall assume the defense of any such Third-Party Claim, then the Indemnified Party may defend against any such Third-Party Claim in any such manner as it may deem appropriate, provided, that the Indemnified Party shall not settle any such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned, or delayed. In the event that the Indemnifying Party does assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to fully participate in (but not control) such defense (including with counsel of its choice), at its sole expense, and the Indemnifying Party shall reasonably cooperate with the Indemnified Party in connection with such participation. In the event that either the Indemnifying Party or the Indemnified Party assumes the defense of a Third-Party Claim as provided above (the “Controlling Party”), the non-Controlling Party shall have the right to fully participate (but not control) in such defense (including with counsel of its choice), at its sole expense, and the Controlling Party shall reasonably cooperate with the non-Controlling Party in connection with such participation; provided, however, that Buyer and Seller shall each use its commercially reasonable efforts with respect to any information shared pursuant to this Section 7.3(b) to preserve attorney-client privilege.

  • Contracts (Rights of Third Parties ACT 1999

  • Consents of Third Parties No vote, approval or consent of any holder of capital stock of the Company or any other third parties is required or necessary to be obtained by the Company in connection with the authorization, execution, deliver and performance of this Agreement and the other Transaction Documents or in connection with the authorization, issue and sale of the Securities and, upon issuance, the Warrant Shares, except as previously obtained, each of which is in full force and effect.

  • Exclusion of Rights of Third Parties Nothing in these terms and conditions shall confer on any third party a right to enforce any provision herein and the provisions of the Contracts (Rights of Third Parties) Act (Chapter 53B) which might otherwise be interpreted to confer such rights shall not apply and are expressly excluded from applying herein and no consent of any third party is required for any variation (including any release or compromise of any liability) or termination of these terms and conditions.

  • CONTRACT (RIGHTS OF THIRD PARTIES ACT 1999

  • 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.

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