Defence Sample Clauses

Defence. Promptly after receipt by the Indemnified Party of notice of a possible action, suit, proceeding or claim referred to in Section 7.3 hereof, the Indemnified Party, if a claim in respect thereof is to be made against the Indemnifying Party under such section, shall provide the Indemnifying Party with written particulars thereof; provided that the failure to so provide the Indemnifying Party with such particulars shall not relieve such Indemnifying Party from any liability which it might have on account of the indemnity provided for in this Article 7, except insofar as such failure shall prejudice such Indemnifying Party. The Indemnified Party shall also provide the Indemnifying Party with copies of all relevant documentation, and unless the Indemnifying Party assumes the defence thereof, shall keep such Indemnifying Party advised of the progress thereof and shall keep such Indemnifying Party advised of all significant actions proposed. An Indemnifying Party shall be entitled, at its own expense, to participate in and, to the extent that it may wish, to assume the defence of any such action, suit, proceeding or claim but such defence shall be conducted by counsel of good standing approved by the Indemnified Party, such approval not to be unreasonably withheld. Upon the Indemnifying Party notifying the Indemnified Party of its election so to assume the defence and retaining such counsel, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by it in connection with such defence other than for reasonable costs of investigation. If such defence is assumed by the Indemnifying Party, it shall, throughout the course thereof, provide copies of all relevant documentation to the Indemnified Party, keep such Indemnified Party advised of the progress thereof and shall discuss with the Indemnified Party all significant actions proposed. No Indemnifying Party shall enter into any settlement without the consent of the Indemnified Party, but such consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Indemnified Party shall have the right, at the Indemnifying Party's expense, to employ counsel of their own choice in respect of the defence of any such action, suit, proceeding or claim if: (a) the employment of such counsel has been authorized by the Indemnifying Party in connection with such defence; (b) counsel retained by the Indemnifying Party or the Indemnified Party shall have a...

Defence. In the event the Company shall be obligated to pay the Expenses of any Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at Indemnitee’s expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company, (B) Indemnitee shall have reasonably concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) after a Change in Control not approved by a majority of the members of the Board who were directors immediately prior to such Change in Control, the employment of counsel by Indemnitee has been approved by Independent Counsel, or (D) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding.

Defence. The National Government will exercise this responsibility in Bougainville in accordance with this agreement and arrangements made under it.

Defence. In 2014, both sides decided to extend defence cooperation to cover research, development and industry engagement.

Defence. 19.1.1 We will defend you against any claims made by an unaffiliated third party that a Product infringes its patent, copyright or trademark or makes unlawful use of its trade secret. 19.1.2 You will defend us against any claims made by an unaffiliated third party that any Customer Data: (a) infringes the third party’s patent, copyright, or trademark or makes unlawful use of its trade secret; or (b) arises from violation of the Acceptable Use Policy.

Defence. The joint programme is concluded as the result of a joint public defence at the home university. Or – if the condition of a public defence cannot under any circumstances be met by the home university – as the result of a defence (or examination) at the home university followed by a public defence at Health, AU. The assessment committee member from Health, AU must be present for the defence (or examination) at the home university – either in person or via video link. Following the public defence the assessment committee prepares a final recommendation in English as to whether the degree can be awarded. This recommendation (written and substantiated) is forwarded to Health, AU. ☐ There is only one joint public defence. It is held in English at the home university according to the rules and regulations at the home university. ☐ There will be a defence (or examination) at the home university followed by a public defence at Health, AU. Both are held in English and according to local rules and regulations.

Defence. Caseware Africa will defend customer against any claims made by an unaffiliated third party that any goods or services infringe its patent, design, copyright, or trademark and will pay the amount of any resulting adverse final judgement (or settlement to which it consents). Caseware Africa will reimburse customer with all costs customer reasonably incurred in connection with assisting Caseware Africa with the defence of the action. Customer will promptly notify Caseware Africa of the claim in writing and Caseware Africa will have sole control over its defence or settlement.

Defence. Where [***] has the right to defend any Action, if, within twenty (20) days after notice that a Third Party has commenced any Action to oppose, revoke, cancel or invalidate any Patent Rights, [***] does not confirm in writing to [***] that it intends to defend such Action or thereafter [***] such Action, and only if [***] does not inform [***] that it [***] on the opinion of competent counsel (and where [***] is relying on such opinion, [***] will have a discussion with [***] concerning such opinion to the extent legally permitted to do so), then [***] shall have the right, [***], upon notice to [***] to take appropriate action to defend the Action, including [***]. In such event, [***] shall keep [***] fully informed about such Action and shall [***]. [***] shall provide all reasonable co-operation to [***] in connection with such Action, [***]. [***] shall not [***] without [***] prior written consent, which consent shall not be unreasonably withheld or delayed. Any recovery from an Action prosecuted by [***] or the compromise or settlement thereof shall belong to [***]

Defence. 3.5.1 In the event that a claim or proceeding is brought against MINIMED by a third party alleging that the method of manufacture, manufacture, sale, use or offer for sale of the CONTINUOUS SYSTEM as claimed in the ELAN PATENTS, infringes the patent rights of such a third party in the

Defence. If both Parties are charged with infringement pursuant to a claim described in Section 12.12(a), the Parties shall defend such claim jointly, unless they agree otherwise. If only one Party is charged with infringement, such Party will have the sole right but not the obligation to defend such claim.