Defence against Third Party Claims Sample Clauses

Defence against Third Party Claims. Where a Claim of the Purchaser for Compensation is based upon or relates to a Third Party Claim, the Purchaser shall notify the Seller of such Third Party Claim as soon as possible after becoming aware thereof. As soon as possible following the date of that notification the Parties shall consult each other on the course of action to be taken. The Purchaser shall, however, at its sole discretion and subject only to any restriction under any insurance policy, be entitled to take, or procure the Company to take, any action necessary to defend the Third Party Claim. The Purchaser shall use its reasonable best endeavours to strike a fair balance between the interests of the Seller in keeping the Compensation as low as possible and the interests of the Purchaser and the Company to maintain good business relations with the third party concerned. The Parties will cooperate with each other in dealing with any Third Party Claim and will allow each other access to all relevant books and records during normal business hours and at the place where the same are normally kept, with full right to make copies thereof or take extracts therefrom. Such books and records shall be subject to a duty of confidentiality except for disclosure necessary for resolving such Third Party Claim or otherwise required by applicable law or stock exchange rules.
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Defence against Third Party Claims. If one of the parties culpably infringes third party property rights ("indemnifying party") during the contractual use of the standard software by the licensee and if third parties assert claims against the other party, the indemnifying party shall indemnify the other party against such third party claims insofar as the other party is not responsible for the infringement. The indemnification shall only take place under the following conditions: The other party shall immediately inform the indemnifying party in writing of the alleged claims and, according to the other party's choice, either leave the defence to the indemnifying party and make all declarations required for this purpose or undertake it in coordination with the indemnifying party, i.e. in particular undertake all essential defence steps only after prior consent by the indemnifying party. The other party shall provide the indemnifying party with all information necessary for the defence upon request and shall provide all reasonable cooperation. The other party shall neither acknowledge nor dispute any third party claims without the prior written consent of the indemnifying party.
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Defence against Third Party Claims. 17.1.1 As soon as possible following the notification of a Claim by ASR based on or related to a Third Party Claim, the Parties shall consult each other on the course of action to be taken. ASR shall, however, at its sole discretion but subject to any restriction under any insurance policy, be entitled to take, or procure the relevant Group Company to take, any action to defend the Third Party Claim.
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Defence against Third Party Claims. Where a Warranty Claim of the Purchaser is based upon or relates to a Third Party Claim, as soon as possible following the notification of such Warranty Claim, the Parties shall consult each other on the course of action to be taken, taking into account the reasonable respective interests of all Parties, provided always that the Purchaser shall not be obliged to do anything which would or would reasonably be expected to (i) breach or endanger any member of the Purchaser Group’s legal privilege in any documents or records or any bona fide obligations of confidentiality owed to a third party, (ii) prejudice the bona fide commercial interest of any member of the Purchaser Group or (iii) breach any Applicable Laws or otherwise result in any liability of the Purchaser Group being materially increased.
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Defence against Third Party Claims. Where a Claim of the Purchaser for Losses is based upon or relates to a Third Party Claim, the Purchaser shall notify the U-Protein Shareholders of such Third Party Claim promptly after becoming aware thereof but in any event within 20 Business Days after having received a written notice of such Third Party Claim. Within 10 Business Days after the date of that notification the Parties shall consult each other on the course of action to be taken. The U-Protein Shareholders shall, however, at their sole reasonable discretion, be entitled at their own cost to take, or require the Purchaser to procure that the Company will take, any action necessary to defend or settle the Third Party Claim, whereby it is agreed that any course of action taken, irrespective by which Party, shall be consistent with past practice. The U-Protein Shareholders shall use reasonable endeavours to strike a fair balance between the interests of the U-Protein Shareholders in keeping the Compensation as low as possible and the interests of the Purchaser and the Company to maintain good business relations with the third party concerned. The Parties shall cooperate with each other in dealing with any Third Party Claim and shall allow each other and their representatives, upon reasonable written notice, access during normal business hours to such books, records and other information, including the right to inspect and take copies, as may be reasonably required. Such books and records will be subject to a duty of confidentiality except for disclosure necessary for resolving such Third Party Claim or otherwise required by Applicable Law or stock exchange rules.
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Defence against Third Party Claims. Where a Claim of the Purchaser for Compensation is based upon or relates to a Third Party Claim, the Purchaser or the Company shall notify the Sellers of such Third Party Claim within two months after becoming aware thereof. As soon as possible following the date of that notification the Parties shall consult each other on the course of action to be taken. The Purchaser shall, however, at its sole discretion and subject to any restriction under any insurance policy, be entitled to take, or procure the Company to take, any action necessary to defend the Third Party Claim. The Purchaser shall use reasonable endeavours to strike a fair balance between the interests of the Sellers in keeping the Compensation as low as possible and the interests of the Purchaser and the Company to maintain good business relations with the third party concerned. The Company shall not be under any obligation to rely on any general terms and conditions. The Parties will cooperate with each other in dealing with any Third Party Claim and will allow each other access to all relevant books and records during normal business hours and at the place where the same are normally kept, with full right to make copies thereof or take extracts therefrom. Such books and records shall be subject to a duty of confidentiality except for disclosure necessary for resolving such Third Party Claim or otherwise required by applicable law or stock exchange rules.
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Defence against Third Party Claims 
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Related to Defence against Third Party Claims

  • Third Party Claims If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

  • Indemnification of Third Party Claims The obligations and liabilities of any party to indemnify any other under this Article 6 with respect to Claims relating to third parties shall be subject to the following terms and conditions:

  • INDEMNITY IN THIRD-PARTY PROCEEDINGS To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

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