DIFFERING INTERESTS Clause Samples
The Differing Interests clause defines how situations are handled when the parties to an agreement have conflicting or incompatible interests. In practice, this clause may outline procedures for identifying, disclosing, and managing such conflicts, such as requiring parties to notify each other if a potential conflict arises or setting out steps for resolving disputes. Its core function is to ensure transparency and fairness by proactively addressing potential conflicts, thereby minimizing misunderstandings and protecting the interests of all parties involved.
DIFFERING INTERESTS the named parties to any such proceedings (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to an actual or potential conflict of interest between them. Where there is any disagreement between the parties as to whether there is an actual or potential conflict of interest pursuant to subclause 8.6.2 such disagreement shall be referred to the President of the New Zealand Law Society whose determination shall be binding and the costs of obtaining such determination shall be paid equally by the Indemnifying Party and the Indemnified Party. It is understood and agreed by the parties that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for the Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought pursuant to this clause 8 by such Indemnified Party.
DIFFERING INTERESTS. 100 ARTICLE 20 ASSIGNMENT...............................................100 ARTICLE 21 COMMUNICATIONS...........................................101
DIFFERING INTERESTS. Synthelabo recognizes that PRAECIS may have interests in the trademarks, the Intellectual Property Rights and the PPI Licensed Rights licensed hereunder which are outside of the scope of the rights licensed to Synthelabo. Synthelabo therefore hereby agrees that in any legal action under Article 8 or this Article 19, without limitation of PRAECIS' obligations under such Articles, PRAECIS shall have the right to seek to protect the entirety of those separate interests in any litigation regarding such trademarks, the Intellectual Property Rights or the PPI Licensed Rights.