Defense and Cooperation Sample Clauses

Defense and Cooperation. If any person threatens or commences litigation (other than a petition for judicial review) that challenges either Party’s service area or other provisions of this Agreement or seeks damages or injunctive relief, the Party complained against shall use its Best Efforts to defend against the claim and shall promptly notify the other Party of the claim. The other Party may attempt to intervene in the proceeding on the claim, and the Party complained against shall support any such intervention. The other Party shall have no obligation to defend against the claim, but shall cooperate with the Party complained against in providing information reasonably requested by the Party complained against and shall not, directly or indirectly, support the claim. The Party complained against shall not settle the claim in a manner that would affect the rights of the other Party under this Agreement without providing prior notice to the other Party and without the written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed.
Sample 1
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Defense and Cooperation. Licensor shall, at its own expense with counsel of its own choosing, defend any claim made against Licensee asserting that the Software infringes upon the United States patent or copyright rights of a third party, provided that Licensee provides immediate notice of such claim and Licensor has full control of such defense, the right to settle or compromise such claim and the incurring of any expense related thereto. Licensee shall fully cooperate with Licensor in any such defense.
Sample 1

Related to Defense and Cooperation

  • Notice and Cooperation Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.

  • Legal cooperation 1. The Parties agree to develop judicial cooperation in civil and commercial matters as regards the negotiation, ratification and implementation of multilateral conventions on civil judicial cooperation and, in particular, the conventions of the Hague Conference on Private International Law in the field of international legal cooperation and litigation as well as the protection of children.

  • Labor cooperation The Parties shall enhance their communication and cooperation on labor, social security and environment issues through Memorandum of Understanding on Labor Cooperation between the Government of the People's Republic of China and the Government of the Republic of Peru.

  • Assistance and Cooperation After the Closing Date, each of Seller and Purchaser shall:

  • Other Cooperation The Concessioner shall provide the Director and the New Concessioner with such other cooperation as reasonably may be requested.

  • Technical Cooperation 1. The Parties shall strengthen their cooperation in the field of standards, technical regulations, metrology, market surveillance, accreditation and conformity assessment systems with a view to increasing the mutual understanding of their respective systems and facilitating access to their respective markets. To that end, they may establish regulatory dialogues at both horizontal and sectoral levels.

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • General Cooperation (a) The Parties shall each cooperate fully (and each shall cause its respective Subsidiaries to cooperate fully) with all reasonable requests in writing (“Information Request”) from another Party hereto, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of Tax Returns (including the preparation of Tax Packages), claims for Refunds, Tax Proceedings, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of any of the Parties or their respective Subsidiaries covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter (“Information”) and shall include, without limitation, at each Party’s own cost:

  • Industrial cooperation The aim of cooperation shall be to:

  • Cultural cooperation 1. The aims of cultural cooperation will be: (a) to build on existing agreements or arrangements already in place for cultural cooperation; and (b) to promote information and cultural exchanges between the Parties. 2. The Parties will encourage and facilitate, as appropriate, the following activities, including, but not limited to: (a) dialogue on cultural policies and promotion of local culture; (b) exchange of cultural events and promote awareness of artistic works; (c) exchange of experience in conservation and restoration of national heritage; (d) exchange of experience on management for the arts; (e) protecting archaeological monuments and cultural heritage; (f) having a consultation mechanism between the Parties' culture authorities; and (g) cooperation in the audio-visual field, mainly coproduction and training programs in this sector and means of communication, including training, development and distribution activities.

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