Common use of Conduct of Responses to Third Party Claims Clause in Contracts

Conduct of Responses to Third Party Claims. Each Party shall use all reasonable endeavours to inform the other Party promptly of any circumstances that are likely to give rise to a third party claim which may be covered by Clause 18.2 together with copies of all relevant papers and official documents. The indemnified party shall not take any material action in respect of any third party claim which is covered by Clause 18.2 without the consent of the indemnifying party, including any settlement of any such third party claim, provided such consent is not unreasonably conditioned, withheld or delayed. The indemnifying party shall have the right to assume control of defence of the claim and shall keep the indemnified party fully informed of the progress of all relevant third party claims which are covered by Clause 18.2 and shall fully consult with the indemnified party on the nature of any defence to be advanced in advance. The indemnified party may have its counsel participate in (but not control) the defence of a claim, at the indemnified party’s own expense.

Appears in 3 contracts

Samples: Covid 19 Outbreak Response Agreement, Covid 19 Outbreak Response Agreement (VBI Vaccines Inc/Bc), Covid 19 Outbreak Response Agreement (VBI Vaccines Inc/Bc)

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Conduct of Responses to Third Party Claims. Each Party The indemnified party shall use all reasonable endeavours to inform the other indemnifying Party promptly of any circumstances that are likely to give rise to a third party claim which may be covered by Clause 18.2 17.2.1 together with copies of all relevant papers documents, correspondence and official documentsrecords. The indemnified party shall not take any material action in respect of any third party claim which is covered by Clause 18.2 17.2.1 without the consent of the indemnifying party, including any settlement of any such third party claim, provided such consent is not unreasonably conditioned, withheld or delayed. The indemnifying party shall have the right to assume control of defence of the claim and shall keep the indemnified party fully reasonably informed of the progress of all relevant third party claims which are covered by Clause 18.2 17.2.1 and shall fully consult with the indemnified party on the nature of any defence to be advanced in advance. The indemnified party may have its counsel participate in (but not control) the defence of a claim, at the indemnified party’s own expense.

Appears in 2 contracts

Samples: Funding Agreement, Funding Agreement (Barinthus Biotherapeutics Plc.)

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Conduct of Responses to Third Party Claims. Each Party shall use all reasonable endeavours to inform the other Party promptly [***] of any circumstances that are likely to give rise to a third party claim which may be covered by Clause 18.2 17.2 together with copies of all relevant papers and official documents. The indemnified party shall not take any material action in respect of any third party claim which is covered by Clause 18.2 17.2 without the consent of the indemnifying party, including any settlement of any such third party claim, provided such consent is not unreasonably conditioned, withheld or delayed. The indemnifying party shall have the right to assume assumes control of defence of the claim and shall keep the indemnified party fully informed of the progress of all relevant third party claims which are covered by Clause 18.2 17.2 and shall fully consult with the indemnified party on the nature of any defence to be advanced in advance. The indemnified party may have its counsel participate in (but not control) the defence of a claim, claim at the indemnified party’s own expense.

Appears in 1 contract

Samples: Outbreak Response Funding Agreement (Novavax Inc)

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