Mixed Claims Sample Clauses

The Mixed Claims clause addresses situations where a single claim involves both covered and non-covered matters under an agreement or insurance policy. In practice, this clause outlines how costs, liabilities, or responsibilities are to be allocated when a claim includes elements that fall within the scope of coverage as well as those that do not. For example, if a lawsuit alleges both breach of contract (covered) and intentional misconduct (not covered), the clause would specify how defense costs are divided. Its core function is to ensure fair and clear allocation of obligations, preventing disputes over responsibility when claims are not entirely covered.
Mixed Claims. Notwithstanding anything to the contrary in this Section 4.5, in the event that a Third-Party Claim for which a Party is seeking to be indemnified hereunder involves matters for which the other Party or its indemnitees is also entitled to indemnification hereunder (for example, a Third Party Claim involving both Retained Liabilities and Assumed Liabilities), then the Company shall be entitled to control the defense of such Third Party Claim, and SpinCo shall reimburse the Company for its proportionate share of all defense costs associated therewith.
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Mixed Claims. Notice of any claim composed in part of third party claims and claims that are not third party claims may be given pursuant to either Section 15.6 or 15.7, and the giving of a notice under Section 15.6 when a notice is properly due under Section 15.7, or the giving of a notice under Section 15.7 when a notice is properly due under Section 15.6, shall not impair the Indemnified Party's rights hereunder except to the extent that an Indemnifying Party has been irreparably prejudiced thereby.
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Mixed Claims. In the event of any claim of infringement, misappropriation, violation or dilution of any proprietary right or property of any third Person based solely on the MMT Licensed Property, or any equipment, material or process based on or utilizing MMT Licensed Property, such claim will be treated as an MMT Infringement Claim and governed by the defense, indemnification and other provisions of Section 7.3. In the event of any such claim based solely on the combination by the LLC of any non-infringing MMT Licensed Property, or any non-infringing equipment, material or process based on or utilizing MMT Licensed Property, with any Intellectual Property not furnished by MMT or any such claim based solely on the use by the LLC of the MMT Licensed Property, or any equipment, material or process based on or utilizing MMT Licensed Property, in a manner not contemplated by the applicable conceptual design package approved by or at the direction of the Board of Directors of the LLC with respect to the particular CEP Plant, such claim will be treated as a LLC Infringement Claim and governed by the defense, indemnification and other provisions of Section 7.4. In the event of any claim which combines elements of both an MMT Infringement Claim and a LLC Infringement Claim, MMT and the LLC shall defend such claim jointly, with the costs of such defense and any judgment or settlement amount awarded or obtained to be shared between them based on the damages 21 -21- attributable to the MMT Infringement Claim versus the damages attributable to the LLC Infringement Claim.
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Mixed Claims. Notwithstanding anything to the contrary contained in Section 20.4 (Indemnification Procedures) but subject to Section 20.5 (Indemnification Procedures – Governmental Claims), in the event that both Parties are entitled under this Section 20 to invoke the other Party’s defense obligations with respect to the same Claim or a group of related Claims, then CSC shall assume the defense of the Sears Indemnified Parties with respect to such Claim or related Claims, as the case may be, and upon the rendering of a final, non-appealable order by a court or arbitrator of competent jurisdiction with respect to such Claim or Claims, Sears shall reimburse CSC for any reasonable Attorneys’ Fees and other reasonable Out-of-Pocket Expenses incurred by CSC in defending such Claim or Claims to the extent that the Sears Indemnified Parties are found to be liable under such Claim or Claims. For example, if a Third Party sues both Sears and CSC claiming that Sears’ employees and CSC’s employees were negligent in causing injury to such Third Party, (a) CSC would assume the defense of such a Claim, and (b) if, by a final, non-appealable order by a court of competent jurisdiction, Sears were found to be 60% liable and CSC were found to be 40% liable for such injuries, Sears would reimburse CSC for 60% of the reasonable Attorneys’ Fees and other Out-of-Pocket Expenses incurred by CSC in defending such Claim.
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Mixed Claims. Where a Third-Party Claim asserts claims for which each Party must indemnify the other Party under the provisions of Section 4.2 and Section 4.3, the Parties shall cooperate in good faith to equitably determine the portion of the costs of defending such Third-Party Claim that will be borne by each Party.
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Mixed Claims. In the event of any claim which combines elements of both an MMT Infringement Claim and a JV Infringement Claim, MMT and the JV shall defend such claim jointly, with the costs of such defense and any judgment or settlement amount awarded or obtained to be shared between them based on the damages attributable to the MMT Infringement Claim versus the damages attributable to the JV Infringement Claim.
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Related to Mixed Claims

  • Covered Claims Claim" means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards program, any prior agreement or account. "Claim" includes disputes arising from actions or omissions prior to the date any Card was issued to you, including the advertising related to, application for or approval of the Account. "Claim" has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). "Claim" does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7 (the "Class Action Waiver"), the last sentence of Paragraph

  • Released Claims In consideration of these additional benefits, you, on behalf of your heirs, spouse and assigns, hereby completely release and forever discharge Ikanos, its past and present affiliates, agents, officers, directors, shareholders, employees, attorneys, insurers, successors and assigns (collectively referred to as the “Company”) from any and all claims, of any and every kind, nature and character, known or unknown, foreseen or unforeseen, based on any act or omission occurring prior to the date of you signing this Release Agreement, including but not limited to any claims arising out of your offer of employment, your employment or termination of your employment with the Company or your right to purchase, or actual purchase of shares of stock of the Company (including, but not limited to, all rights related to or associated with stock options and restricted stock units), including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. The matters released include, but are not limited to, any claims under federal, state or local laws, including claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by, including but not limited to, the Older Workers’ Benefit Protection Act (“OWBPA”) and any common law tort contract or statutory claims, and any claims for attorneys’ fees and costs. You understand and agree that this Release Agreement extinguishes all claims, whether known or unknown, foreseen or unforeseen, except for those claims expressly described below. You expressly waive any rights or benefits under Section 1542 of the California Civil Code, or any equivalent statute. California Civil Code Section 1542 provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” You fully understand that, if any fact with respect to any matter covered by this Release Agreement is found hereafter to be other than or different from the facts now believed by you to be true, you expressly accept and assume that this Release Agreement shall be and remain effective, notwithstanding such difference in the facts.

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid. 4.2 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority either before or after payment then the Authority may call for the Contractor to provide such further documentary and oral evidence as it may reasonably require to verify its liability to pay the amount which is disputed or subject to question and the Contractor shall promptly provide such evidence in a form satisfactory to the Authority. 4.3 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority, the Authority shall not withhold payment of the remainder. 4.4 If any invoice rendered by the Contractor is paid but any part of it is disputed or subject to question by the Authority and such part is subsequently agreed or determined not to have been properly payable then the Contractor shall forthwith repay such part to the Authority. 4.5 The Authority shall be entitled to deduct from sums due to the Contractor by way of set-off any amounts owed to it or which are in dispute or subject to question either in respect of the invoice for which payment is being made or any previous invoice.

  • Excluded Claims This Section shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;