CONDUCT OF WARRANTY CLAIMS Sample Clauses

CONDUCT OF WARRANTY CLAIMS. If the Buyer or the relevant Group Company becomes aware that matters have arisen which will or are likely to give rise to a Warranty Claim (excluding a claim under the Tax Warranties), the Buyer will (or will procure that the relevant Group Company will): 6.1 as soon as reasonably practicable, notify the Seller in writing of the potential Warranty Claim and of the matters which will or are likely to give rise to such Warranty Claim; 6.2 not make any admission of liability, agreement or compromise with any person, body or authority in relation to the potential Warranty Claim without prior consultation with the Seller; 6.3 at all times disclose in writing to the Seller all material information and documents relating to the potential Warranty Claim or the matters which will or are likely to give rise to the potential Warranty Claim; 6.4 if requested by the Seller give the Seller and its professional advisers reasonable access (on reasonable notice and during business hours) to: a) the personnel of the Buyer and/or the relevant Group Company in order to interview the personnel; and b) any relevant premises, chattels, accounts, documents and records within the power, possession or control of the Buyer and/or the relevant Group Company in order to, at the Seller’s own expense, examine and photograph the premises and chattels and to examine, photograph and take copies of the accounts, documents and records; 6.5 take such action as the Seller may reasonably request to avoid, resist, contest, defend, compromise or remedy the potential Warranty Claim or the matters which will or are likely to give rise to such Warranty Claim and in each case on the basis that the Seller will indemnify the Buyer for all reasonable costs incurred as a result of a request by the Seller, PROVIDED THAT: (a) nothing contained in the preceding provisions of this paragraph 6 shall oblige the Buyer to take any action which (acting reasonably) it considers would have a materially adverse impact upon the business of the Company or any other member of the Buyer’s Group; and (b) if the Seller fails to provide any material instructions under paragraph 6.5 in a timely manner (that is within 10 Business Days after being requested by the Buyer in writing to provide the same), the Buyer shall be at liberty to deal with the relevant matter or dispose of the relevant claim as it shall, in its sole discretion, see fit.
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CONDUCT OF WARRANTY CLAIMS. 6.1 If the Buyer becomes aware of any claim, action or demand being made by a third party against the Buyer or any Group Company which is likely to give rise to a Fundamental Warranty Claim (the “Third Party Claim”): 6.1.1 the Buyer shall, within thirty (30) days of becoming aware of such Third Party Claim, give Notice to the Company of the Third Party Claim and shall consult with the Company with respect to the Third Party Claim. The failure of the Buyer to give such Notice within the thirty (30) day period shall not prejudice the Buyer’s ability to bring such Third Party Claim; and 6.1.2 the Buyer shall provide to the Company reasonable access to records within the control of the Buyer, during normal working hours and on reasonable advance Notice, for the purposes of investigating the Third Party Claim. 6.2 In the case of a Third Party Claim: 6.2.1 no admission of liability shall be made by or on behalf of the Buyer and the Third Party Claim shall not be compromised, disposed of or settled without the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned; and 6.2.2 the Buyer shall keep the Company reasonably informed of the progress of any such Third Party Claim and its defence, and shall provide the Seller with copies of all material notices, written communications and filings (including court papers) made by or on behalf of any of the parties to the underlying claim.
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CONDUCT OF WARRANTY CLAIMS. Upon the Purchaser becoming aware of any claim, act or demand against it or matter likely to give rise to any of these in respect of the Warranties or the Deed of Indemnity, the Purchaser shall: (a) forthwith notify the Warrantors in writing as soon as it appears to the Purchaser that any assessment or claim of a third party received by or coming to the notice of the Purchaser may result in a Warranty Claim (except that failure by the Purchaser to give such notice shall not prejudice its ability to bring a Warranty Claim or to effect set-off pursuant to clause 3.6); (b) make no admission of liability, agreement, settlement or compromise with any third party in relation to any such Warranty Claim without having first consulted the Warrantors.
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CONDUCT OF WARRANTY CLAIMS. The Purchasers shall promptly notify the Vendors in writing of any litigation or arbitration proceedings which comes to their notice whereby it transpires that the Vendors are, or may become, liable in respect of any Warranty Claim. Subject to clause 8.3, the Purchasers shall procure that the Company shall, at the expense of the Vendors, take such action to contest any litigation or arbitration which could give rise to a Warranty Claim as the Vendors may reasonably require. The Vendors shall provide to the Company, to the reasonable satisfaction of the Purchasers, indemnities in respect of all the costs and expenses of any action taken pursuant to clause 8.2. Any claim under the Warranties must be submitted to the Vendors within three (3) months of the date of Completion failing which any right to such claim shall be deemed to have lapsed and no liability shall in any manner attached to the Vendors and such Warranties shall be treated as null and void.
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CONDUCT OF WARRANTY CLAIMS. 8.15.1 If the Purchaser receives notice of a claim by a third party ("Third Party Claim") against the Company, the Subsidiary or the Purchaser which constitutes or which the party obtaining notice of such matter, fact or circumstance ought reasonably to have known is likely to give rise to a Warranty Claim on the basis of information Disclosed the party receiving such notice shall notify the other(s) as soon as reasonably practicable, and not make any admission of liability, agreement or compromise in respect of such claim, without consultation with the other parties and the Purchaser shall, subject to the indemnity referred to in CLAUSE 8.15.2 below take all such steps as the Warrantors' Representative may reasonably require to resist, defend or otherwise compromise such Third Party Claim(including the appointment of solicitors nominated by the Warrantors) PROVIDED ALWAYS nothing in this CLAUSE 8.15.1 shall require the Purchaser to take or omit to take any action which, in the case of a, b or c below, following an opinion of Counsel (as set forth in this clause), is deemed to be or have (as appropriate): (a) frivolous; (b) vexatious; (c) on the balance of probabilities has less than a 50% change of success; or (d) in the Purchaser's reasonable opinion, would or would be likely to prejudice or materially interfere with the carrying on of the business of the Group or prejudice or materially interfere with the Group or the Purchaser's relationship with any tax authority; by reference in (a), (b) or (c) above, to an opinion obtained from a reputable Counsel of not less than five years standing practicing in London. In obtaining such opinion the Warrantors Representative and the Purchaser shall agree upon the identity of the barrister to be instructed (or in default of agreement to be appointed by the President of the Bar Council of England and Wales) and shall in addition agree upon the instructions to be provided. 8.15.2 The Warrantors shall indemnify and keep indemnified the Purchaser against and in respect of all costs incurred, charges, expenses, liabilities and damages for which the Purchaser or the relevant member of the Purchaser's Group becomes liable in respect of any action which is required to be taken by the Warrantors (or any of them) under CLAUSE 8.15. 8.15.3 The Purchaser shall keep the Warrantors' Representative informed of the progress and the defence of any Third Party Claim and shall consult with and (subject always to the proviso in CLAUSE...
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CONDUCT OF WARRANTY CLAIMS. 14 16. Notices...............................................................14 17.
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CONDUCT OF WARRANTY CLAIMS. 15.1 In any case where the Seller is or may be liable under this Agreement to indemnify or compensate the Purchaser, the Purchaser shall notify the Seller as soon as reasonably practicable in writing of the claim or facts giving rise thereto or, in the reasonable opinion of the Purchaser, likely to give rise to such liability. 15.2 The Purchaser shall at the request of the Seller take or procure to be taken such action as the Seller may reasonably request to avoid, dispute, resist appeal, compromise or defend any claim notified to it by the Purchaser and any adjudication in respect thereof, ___________________________________________________________________ pursue against any third party in respect of the Business and the Sale Assets and its right to them, including (without prejudice to the generality of the foregoing) instructing such solicitors or other professional advisers as that Party may nominate to act in the name of and on behalf of the Purchaser but in accordance with the instructions of the Seller so that such action shall be delegated entirely to the Seller but subject to the Purchaser being indemnified by the Seller against all costs, damages and expenses which may be thereby incurred. 15.3 Any sums recovered (including, without limitation, any damages or other compensation awarded or obtained in settlement and any costs awarded) as a result of the pursuit of any claim, whether by the Seller on the Purchaser's behalf or by the Purchaser in the Seller's name, shall be for the benefit of the Purchaser and shall be paid to the Purchaser forthwith upon receipt. Until such sums are paid to the Purchaser, they shall be held in trust for the Purchaser.
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CONDUCT OF WARRANTY CLAIMS. 7.7.1 In the event of any Warranty Claim by the Purchaser succeeding and any payment being made by the Covenantors pursuant thereto, the Purchaser shall, in so far as it legally can, assign or procure the assignment to or to the order of the Covenantors, all rights of reimbursement, actions and indemnities against third parties in respect of the subject matter of such Warranty Claim (if any). 7.7.2 No person shall be entitled to recover any sum in respect of any Warranty Claim to the extent that damages in respect of the same loss have already been received pursuant to a Warranty Claim related to the same circumstances so that for this purpose, recovery by one shall be deemed to be recovery by all other persons so entitled. 7.7.3 For the avoidance of doubt, nothing in this Agreement shall be deemed to relieve the Purchaser from any common law duty to mitigate any loss or damage incurred by it. 7.7.4 If any third party claim is made or circumstances arise which it appears to the Purchaser could reasonably give rise to a Warranty Claim:- (i) the Purchaser shall as soon as reasonably practicable give written notice to the Covenantors and keep the Covenantors fully informed (subject to any legal duty of confidentiality) of all material developments; (ii) the Purchaser shall take such actions as the Covenantors may reasonably request to avoid, dispute, resist, appeal, delay, compromise, settle, defend or mitigate any third party claim which could give rise to a Warranty Claim on the basis that the Purchaser shall be fully indemnified by the Covenantors as to all costs and expenses which it may reasonably incur by reason of such action, and provided that the Purchaser may not be obliged hereunder to do or omit to do any act or thing which in its reasonable opinion will or is likely to result in material damage or to the goodwill of the Business or to the Purchaser’s relationship with the Employees, Additional Employees, suppliers, customers, OEM licensors and regulatory or Taxation authorities; and (iii) the Purchaser shall not make any admission of liability, agreement, settlement or compromise with any person, body or authority in relation to any matter in respect of which a Warranty Claim may arise without the prior written consent of the Covenantors, which consent shall not be unreasonably withheld or delayed save that the Purchaser shall be entitled to make any such admission, agreement, settlement or compromise if in its reasonable opinion it is necessary ...
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CONDUCT OF WARRANTY CLAIMS. 6.1 The Purchaser shall notify the Vendor in writing of: (a) any claim made against it by a third party which may give rise to a Relevant Claim; and (b) any claim the Purchaser is entitled to bring against a third party which claim is based on circumstances which may give rise to a Relevant Claim. 6.2 The Purchaser shall not be liable for any delay in giving any notice under sub-clause 6.1 and shall not by reason of such delay be precluded from bringing any such claim against the Vendor 6.3 The Purchaser shall procure that the conduct, negotiation, settlement or litigation of the claim by or against such third party is, so far as is reasonably practicable, carried out in accordance with the wishes of the Vendor and at its cost subject to it giving timely instructions to the Purchaser and providing reasonable security for any costs and expenses which might be incurred by the Purchaser and the Vendor hereby undertakes to indemnity and keep the Purchaser in respect of such costs and expenses
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Related to CONDUCT OF WARRANTY CLAIMS

  • Conduct of Third Party Claims If the matter or circumstance that may give rise to a Claim other than a Tax Claim is a result of or in connection with a claim by a third party (a “Third Party Claim”) then: 11.4.1 the Purchaser shall, to the extent reasonably practicable and subject to Applicable Law, consult with the Seller in relation to the conduct of the Third Party Claim and shall take reasonable account of the views of the Seller before taking any action in relation to the Third Party Claim; 11.4.2 no admissions in relation to the Third Party Claim shall be made by or on behalf of the Purchaser or any member of the Purchaser’s Group and the Third Party Claim shall not be compromised, disposed of or settled without the written consent of the Seller, such consent not to be unreasonably withheld or delayed; 11.4.3 subject to the Seller indemnifying the Purchaser or member of the Purchaser’s Group concerned against all reasonable costs and expenses (including legal and professional costs and expenses) that may be incurred thereby, the Purchaser shall, or the Purchaser shall procure that the members of the Purchaser’s Group shall, take such action as the Seller may reasonably request to avoid, dispute, deny, defend, resist, appeal, compromise or contest the Third Party Claim; 11.4.4 the Seller shall, subject in each case to being paid all reasonable out-of-pocket costs and expenses: (i) make available to the Purchaser and the relevant Group Company such persons and all such information as the Purchaser may reasonably request for assessing, contesting, disputing, defending, compromising or appealing the Third Party Claim; and (ii) shall give the Purchaser and the relevant Group Company reasonable access to its premises and to its books and records for such purpose during normal business hours on any Business Day following reasonable notice being given to the Seller; 11.4.5 subject to 11.4.3, the Seller shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Purchaser, to assume conduct of any Third Party Claim and to have the conduct of any related proceedings, negotiations or appeals; 11.4.6 if the Seller sends a notice to the Purchaser pursuant to Clause 11.4.5 and until such time as any final compromise, agreement, expert determination or non-appealable decision of a court or tribunal of competent jurisdiction is made in respect of that Third Party Claim or that Third Party Claim is otherwise finally disposed of: (i) the Purchaser shall, and the Purchaser shall procure that any member of the Purchaser’s Group shall: (a) give, subject to being paid all reasonable costs and expenses, all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records (excluding, in each case, information or documents which are protected by legal professional privilege but including, in each case, information or documents that are subject to common interest privilege), as the Seller may reasonably request, including instructing such professional or legal advisers as the Seller may nominate to act on behalf of the Purchaser or other member of the Purchaser’s Group concerned but in accordance with the Seller’s instructions, provided that the appointment of such adviser or advisers shall have been approved in writing by the Purchaser (such approval not to be unreasonably withheld, conditioned or delayed); and (b) not make any admission of liability, agreement or compromise in relation to that Third Party Claim without the prior written approval of the Seller (such approval not to be unreasonably withheld, conditioned or delayed); (ii) the Seller shall: (a) consult with the Purchaser and take reasonable account of the views of the Purchaser before taking any action in relation to the Third Party Claim; (b) without prejudice to its ability to defend the Third Party Claim, conduct the Third Party Claim with a view to minimising any material harm to the goodwill and reputation of the Wider Group or the Purchaser’s Group; (c) keep the Purchaser informed of all relevant matters relating to the Third Party Claim and shall promptly forward or procure to be forwarded to the Purchaser copies of all correspondence and other written communications with such other information, including non-written records (except information or documents which are protected by legal professional privilege), relating to the Third Party Claim; (d) not make any admission of liability, settlement or compromise of the Third Party Claim without the written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. If the Purchaser or member of the Purchaser’s Group fails to consent to a settlement or compromise, the maximum liability of the Seller shall (without prejudice to Clause 10) not exceed the full amount of the proposed settlement or compromise and the Purchaser or member of the Purchaser’s Group shall be liable for any damages awarded in excess of the proposed settlement or compromise and costs incurred from (and including) the date the Seller notified the Purchaser of the settlement or compromise; and (e) indemnify, save as set out in Clause 11.4.6(ii)(d), the Purchaser or other member of the Purchaser’s Group concerned against all reasonable costs and expenses (including legal and professional costs and expenses) that may be incurred as a result of the Seller assuming conduct of the Third Party Claim. 11.4.7 The covenants in this Clause 11.4 may be enforced: (i) by any Group Company against the Seller; and (ii) by any member of the Seller’s Group against the Purchaser or a Group Company, under the Contracts (Rights of Third Parties) Xxx 0000. 11.4.8 The provisions of this Clause 11.4 may be varied or terminated by agreement between the Seller and the Purchaser (and the Purchaser may also release or compromise in whole or in part any liability in respect of rights or claims contemplated by this Clause 11.4) without the consent of any Group Company.

  • Conduct of Indemnification Proceedings Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.

  • Exclusion of Warranty The Company does not represent, and hereby excludes any warranty, that the online event will be attended any specific number of website users or persons, or that the results of such event will yield any specific number of leads, or leads of any specific type. Any projections or forecasts of attendees or leads are estimate only and are non-binding.

  • Indemnification Procedures for Third Party Claims If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

  • Exclusion of Warranties CUSTOMER HEREIN ACKNOWLEDGES THAT ALL EQUIPMENT TO BE RENTED FROM XXXXXXXX CAMERA WILL BE AS A RESULT OF CUSTOMER’S SOLE SELECTION, DISCRETION AND OPINION AS TO EQUIPMENT WHICH IT REQUIRES. ALL EQUIPMENT IS ACCEPTED BY CUSTOMER “AS IS”. NO WARRANTIES OR REPRESENTATIONS ARE MADE BY XXXXXXXX CAMERA OF ANY TYPE OR NATURE WHATSOEVER, EXPRESSED OR IMPLIED, REGARDING THE PERFORMANCE OF CAMERAS, SERVICES, SUPPLIES, FILM OR OTHER EQUIPMENT RENTED. XXXXXXXX CAMERA HEREIN EXPRESSLY EXCLUDES ANY AND ALL WARRANTIES, GUARANTEES, EXPRESSED OR IMPLIED, STATUTORY, BY OPERATION OF LAW, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT, UNDER NO CIRCUMSTANCES, SHALL XXXXXXXX CAMERA BE RESPONSIBLE OR LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS OR OTHER DIRECT OR INDIRECT INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE ANY EQUIPMENT RENTED OR THE ALLEGED BREACH OF ANY AGREEMENT DESCRIBED HEREIN, EVEN IN THE EVENT THAT XXXXXXXX CAMERA OR XXXXXXXX CAMERA’S AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Indemnification Procedure for Third Party Claims (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

  • Intellectual Property Warranty and Indemnification Contractor represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor to produce, at Contractor’s own expense, new non-infringing materials, deliverables or works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor further agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim of Infringement). If a Third Party Claim

  • Conduct of Logging Unless otherwise specifi- cally provided herein, Purchaser shall fell trees desig- nated for cutting and shall remove the portions that meet Utilization Standards, as provided in B2.2, prior to accep- tance of subdivision for completion of logging under B6.36. Forest Service may make exceptions for occa- sional trees inadvertently not cut or trees or pieces not removed for good reason, including possible damage to forest resources or gross economic impracticability at the time of removal of other timber. Logging shall be con- ducted in accordance with the following, unless C6.4 pro- visions set forth requirements to meet special or unusual logging conditions:

  • Conduct of Claims In the event of any claims, statutory fees, costs, charges, penalties (including without limitation any legal costs), contributions, compensations, cost recoveries, expenses or fines being levied or claimed from a person in respect of which an indemnity is provided by the Supplier pursuant to ARTICLE 11, the following provisions shall apply: (a) subject to Sections 11.3(b), 11.3(c) and 11.3(d), where it appears that a person is or may be entitled to indemnification from the Supplier in respect of all (but not part only) of the liability arising out of a claim, such person entitled to indemnification may at its sole election and subject to: (i) approval by any relevant insurers (without prejudice to Section 11.3(f); and (ii) the Supplier providing the party entitled to indemnification with a secured indemnity to its reasonable satisfaction against all costs and expenses (including legal expenses) that it may incur by reason of such action, permit or require the Supplier to dispute the claim on behalf of the person entitled to indemnification at the Supplier’s own expense and take conduct of any defence, dispute, compromise, or appeal of the claim and of any incidental negotiations; provided that the person entitled to indemnification shall give the Supplier (provided at the Supplier’s cost) all reasonable cooperation, access and assistance for the purposes of considering and resisting such claim; (b) with respect to any claim conducted by the Supplier pursuant to Section 11.3(a): (i) the Supplier shall keep the person entitled to indemnification fully informed and consult with it about material elements of the conduct of the claim; (ii) the Supplier shall not bring the name of the person entitled to indemnification (or any Group Member thereof) into disrepute; and (iii) the Supplier shall not pay or settle such claims without the prior consent of the person entitled to indemnification, such consent not to be unreasonably withheld or delayed; (c) a person entitled to indemnification shall be free to pay or settle any claim on such terms as it thinks fit (and without prejudice to its rights and remedies under this Agreement) if: (i) the Supplier is not entitled to, or is not permitted or instructed, take conduct of the claim in accordance with Section 11.3(a); or (ii) the Supplier fails to comply in any material respect with the provisions of Sections 11.3(a) or 11.3(b); (d) the person entitled to indemnification pursuant to ARTICLE 11 shall be free at any time to give notice to the Supplier that it is retaining or taking over (as the case may be) the conduct of any defence, dispute, compromise or appeal of any claim (or of any incidental negotiations) to which Section 11.3(a) applies. On receipt of such notice the Supplier shall promptly take all steps necessary to transfer the conduct of such claim to the person entitled to indemnification, and shall provide to the person entitled to indemnification all reasonable co- operation, access and assistance for the purposes of considering and resisting such claim; (e) if the Supplier pays to the person entitled to indemnification an amount in respect of an indemnity and the person entitled to indemnification subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the person entitled to indemnification shall forthwith repay to the Supplier whichever is the lesser of: (i) an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any out-of-pocket costs and expenses (including legal expenses) properly incurred by the person entitled to indemnification in recovering the same; and (ii) the amount paid to the person entitled to indemnification by the Supplier in respect of the claim under the relevant indemnity, provided that there shall be no obligation on the part of the person entitled to indemnification to pursue such recovery and that the Supplier is repaid only to the extent that the amount of such recovery aggregated with any sum recovered from the Supplier exceeds any loss sustained by the person entitled to indemnification; (f) the Supplier shall inform the person entitled to indemnification of the requirements of any insurer who may have an obligation to provide an indemnity in respect of any liability arising under this Agreement and in relation to such the person entitled to indemnification shall issue instructions accordingly; and (g) any person entitled to an indemnity from the Supplier must take all reasonable measures to mitigate any loss, damage or liability that it may suffer in respect of any such matter.

  • Conduct of Mediation In consultation with the mediator, the parties will determine a location, timetable and procedure for the mediation or, if the parties cannot agree on these matters within 7 Working Days of the appointment of the mediator these matters will be determined by the mediator.

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