Defence of Third Party Claims. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that:
(a) the Indemnified Party shall be entitled, at its own expense, to participate in the defence of such Third Party Action (provided, however, that the Indemnifying Party shall pay the legal fees of the Indemnified Party if the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);
(b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business;
(c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of...
Defence of Third Party Claims. The Vendor may participate in or assume the defence of any Third Party Claim by giving notice to that effect to YC not later than 30 days after receiving notice of the Third Party Claim (the “Notice Period”). The Vendor’s right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Vendor shall pay all of its own expenses of participating in or assuming such defence. YC shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Vendor and may participate in such defence assisted by counsel of its own choice at its own expense. If YC has not received notice within the Notice Period that the Indemnifying Party has elected to assume the defence of such Third Party Claim, YC may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifying Party shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Losses suffered or incurred by YC with respect to such Third Party Claim. If the Vendor elects to assume the defence of a Third Party Claim under this section, the Vendor shall not have the right thereafter to contest its liability for such claim.
Defence of Third Party Claims. (A) In the event that the development or commercialisation of a Licensed Product results in action by a Third Party against a Party (or its Affiliates or Sub-Licensees) for infringement or unauthorised use of Intellectual Property or confidential information anywhere in the Territory, such Party shall promptly notify the other Party in writing.
(B) Each Party (or its Affiliates or Sub-Licensees) against whom such action is brought shall: (i) have the right but not the obligation to defend such action; (ii) have the right to be represented by separate legal advisors; (iii) keep the other Party informed of, and assist and co-operate with the other Party in, any such action; and (iv) bear its own costs.
Defence of Third Party Claims. The Indemnifier may participate in or assume the defence of any Third Party Claim by giving notice to that effect to the Indemnified Party not later than 30 days after receiving notice of that Third Party Claim (the "Notice Period") and may enforce any right of set-off or counterclaim to which the Indemnified Party may be entitled. The Indemnifier's right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. The Indemnified Party shall cooperate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier and may participate in such defence assisted by counsel of its own choice at its own expense. If the Indemnified Party has not received notice within the Notice Period that the Indemnifier has elected to assume the defence, of such Third Party Claim, the Indemnified Party may assume such defence. assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Party with respect to such Third Party Claim.
Defence of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Proceeding (whether against the Company, against any other Indemnitee or against any other Person) with respect to which the Vendors may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 8, the Purchaser may proceed with the defence of such claim or Proceeding on its own, on the following basis:
(i) all expenses relating to the defence of such claim or Proceeding (whether or not incurred by the Purchaser) shall be borne and paid exclusively by the Vendors;
(ii) the Vendors shall make available to the Purchaser any documents and materials in the possession or control of any of the Vendors that may be necessary to the defence of such claim or Proceeding;
(iii) the Purchaser shall keep the Vendors informed of all material developments and events relating to such claim or Proceeding; and
(iv) the Purchaser shall have the right to settle, adjust or compromise such claim or Proceeding with the consent of the Vendors; provided, however, that the Vendors shall not unreasonably withhold such consent.
Defence of Third Party Claims. If within ten (10) business days after receiving written notice of any claim, demand, proceeding, suit or action with respect to which IBIE Indemnitees may have any claim to indemnification under this Agreement, the Introducing Broker shall fail to institute the defence of IBIE Indemnitees in connection with such claim, demand, proceeding, suit or action, or if thereafter the Introducing Broker shall fail diligently to prosecute such defence, IB IE shall have the right, but not the obligation, to defend such action. The costs and expenses, including reasonable attorneys’ fees, associated with such a defence shall be borne by the Introducing Broker. Neither the exercise of the right to participate in or assume the responsibility for any such defence nor the failure to exercise such rights shall limit, in any way, IBIE Indemnitees’ rights to indemnification under this Agreement. IBIE Indemnitees shall have the right to select its counsel in connection with any claim or proceeding for which indemnification is provided. The Introducing Broker shall not settle any claim, demand, proceeding, suit or action against IBIE Indemnitees without the prior written consent of IBIE Indemnitees.
Defence of Third Party Claims. The Vendor, at its cost, shall provide all reasonable assistance to the Purchaser with respect to the defence of a claim or Proceeding.
Defence of Third Party Claims. The Indemnifier may participate in or assume the defence of such Third Party Claim by giving notice (“Defence Notice”) to that effect to the Indemnified Party not later than 30 days after receiving the Third Party Claim Notice (the “Defence Period”). The Indemnifier’s right to do so shall be subject to the rights of any insurer or other third party who has potential liability in respect of that Third Party Claim. The Indemnifier shall pay all of its own expenses of participating in or assuming such defence. The Indemnified Party shall co operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier and may participate in such defence assisted by counsel of its own choice at its own expense.
Defence of Third Party Claims. The Indemnified Party may participate in or assume the defence of any Third Party Claim assisted by counsel of its own choice, provided that the Indemnifying Party and its legal counsel may, at their choice and sole discretion, lead the defence, by giving notice to that effect to the Indemnified Party not later than thirty (30) days after receiving notice of such Third Party Claim or sooner if the nature of the Third Party Claim so requires it and if so specified in the notice of such Third Party Claim delivered by the Indemnified Party to the Indemnifying Party (the “Notice Period”). The Indemnified Party agrees to pay all of its own expenses of participating in such defence. The Indemnifying Party shall act in good faith in the defence of each Third Party Claim. Subject to Section 7.06, the Indemnifying Party shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnified Party which consent shall not unreasonably be withheld. The Indemnified Party shall have five (5) Business Days following the written notice of the Indemnifying Party to notify in writing the Indemnifying Party of its consent or refusal. In the event that the Indemnified Party does not provide any written response within said period, the parties agree that the Indemnified Party will be deemed to have agreed to the settlement or compromise.
Defence of Third Party Claims. The following rules shall apply to the defence of third-party claims by the Party assuming such defence (the “Defending Party”):
