Mutual Provisions. Each party's indemnity obligations are subject to the following: (i) the aggrieved party shall promptly notify the indemnifier in writing of the Claim; (ii) the indemnifier shall have sole control of the defense and all related settlement negotiations with respect to the Claim (provided that the indemnifier may not settle or defend any Claim unless it unconditionally releases the aggrieved party of all liability); and (iii) the aggrieved party shall cooperate fully to the extent necessary, and execute all documents necessary for the defense of such Claim.
Mutual Provisions. Each Party shall have the right to redact any information disclosed to the other Party pursuant to this Section 9.3 (Defense and Settlement of Third Party Claims) relating to any product other than the Product.
Mutual Provisions. The parties acknowledge and agree that:
A. While the Athlete is not required to utilize a Triathlon Canada coach, the Athlete shall abide by all reasonable requests made of the Athlete by such coach or HPD at any competition and shall at all times cooperate with all Triathlon Canada coaches, support staff and other team members.
B. The Athlete may refuse to travel to or compete at any event where the Athlete considers the local conditions to be unsafe. It is the Athlete’s responsibility to provide evidence supporting their safety concerns and to provide Triathlon Canada with as much notice as possible in regard to such a decision to provide the opportunity to replace the Athlete at such competition. The athlete bears the full consequences of this decision and it impact on various selection to Triathlon Canada Teams, selections, AAP carding, etc.
C. Personal coaches of Team Canada athletes may be allocated Triathlon Canada ‘s accreditation at events on a case−by−case basis. Personal coaches granted accreditation must be registered with Triathlon Canada and/or is in good standing with their respective home country’s recognized coaching association and National Federation.
Mutual Provisions. IT IS MUTUALLY AGREED:
1. Nothing in this AGREEMENT is intended to affect the legal liability of either party to the AGREEMENT by imposing any standard of care with respect to the BRIDGES different from the standard of care imposed by law.
2. Neither DEPARTMENT nor any officer or employee thereof is responsible for any damage or liability occurring by reason of anything done or omitted to be done by AUTHORITY under or in connection with any work, authority or jurisdiction delegated to AUTHORITY under this AGREEMENT. It is understood and agreed that AUTHORITY shall fully defend, indemnify and save harmless DEPARTMENT, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury, or any other damage sustained by a third party, occurring by reason of anything done or omitted to be done by AUTHORITY under or in connection with any work, authority or jurisdiction delegated to AUTHORITY under this AGREEMENT.
3. Neither AUTHORITY nor any Commissioner, officer or employee thereof is responsible for any damage or liability occurring by reason of anything done or omitted to be done by DEPARTMENT under or in connection with any work, authority or jurisdiction delegated to DEPARTMENT under this AGREEMENT. It is understood and agreed that, DEPARTMENT shall defend, indemnify and save harmless AUTHORITY, its Commissioners, officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury, or any other damage sustained by a third party, occurring by reason of anything done or omitted to be done by DEPARTMENT under or in connection with any work, authority or jurisdiction delegated to DEPARTMENT under this AGREEMENT.
4. This AGREEMENT shall be amended or superseded by another agreement as necessary with the enactment of future legislation or by mutual agreement.
5. Regular meetings will be held to fulfill the intent of this AGREEMENT. More detailed working agreements and procedures may be developed and documented in operating memoranda to establish mutually supportive policies.
6. This AGREEMENT shall be subject to re-adoption as amended by the parties effective July 1, 2015, and every ten (10) years thereafter. This AGREEMENT may also be amended in writing at any time by mutual consent. Each amendment must be in writing and no alteration or variation to the terms of this AGREEMENT shall be valid unless made in writing and signed by both pa...
Mutual Provisions. In both enforcement and defense actions the following shall apply:
(i) The party conducting the suit shall have full control over its conduct, but the other party will reasonably assist and cooperate in such litigation upon request and be reimbursed for reasonable out-of- pocket expenses incurred while providing any requested assistance to the requesting party.
(ii) Any recovery as a result of litigation and settlement thereof and any damages awarded shall be the property of the party bearing the financial responsibility for such litigation.
(iii) Any royalties required to be paid by Sterling to a Third Party as a result of such litigation or settlement thereof shall be subtracted from the total of all charges in the determination of Net Sales in the country of such action in the calculation of royalties payable to CTRC.
Mutual Provisions. Nothing contained in Sections 5.1(a) or 5.1(b) shall impair or otherwise affect any right of any Party, and as applicable, a member of the Party’s Group to enforce this Agreement, the Merger Agreement or any Ancillary Agreement. In addition, nothing contained in Sections 5.1(a) or 5.1(b) shall release any person from:
(i) any Liability assumed by, or transferred, assigned or allocated to, a Party or a member of such Party’s Group pursuant to or contemplated by this Agreement or any Ancillary Agreement;
(ii) any Liability provided in or resulting from any other Contract or understanding that is entered into on or after the Effective Time between one Party or any member of such Party’s Group, on the one hand, and the other Party or any member of such other Party’s Group, on the other hand; and
(iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise for claims brought against the Parties by a Third Party, which Liability shall be governed by the provisions of this Article V and, if applicable, the appropriate provisions of the Merger Agreement and/or the Ancillary Agreements.
Mutual Provisions. Each party's indemnity obligations in this Article 11 are subject to the following: (i) the aggrieved party shall promptly notify the indemnifier in writing of the Claim;
Mutual Provisions. Each party’s indemnity obligations are subject to the following: (i) the indemnified party promptly notifying the indemnifier in writing of the Claim provided that any failure by the indemnified party to promptly notify the indemnifying party will not relieve the indemnifying of its obligations except to the extent that indemnifying party is materially prejudiced by the delay; (ii) the defending party shall have sole control of the defense and all related settlement negotiations with respect to the Claim (provided that except to the extent we are defending a claim against us, the defending party may not settle any Claim unless it unconditionally releases the aggrieved party of all liability and obligation; and (iii) the indemnified party, at the indemnifier’s cost, providing reasonable assist in the defense of such Claim. If we have requested you to defend a claim, and we, at any time, have a reasonable basis to believe that you cannot or may not be able to fulfill your obligations under this Section 13, then, without limiting your obligations under this Section 13, we shall be entitled to provide you notice to that we have decided to become the defending party, and thereafter to assume control of the defense and/or settlement of any such claim. Once we have notified you that we will be seeking an indemnity, unless otherwise expressly agreed in writing, all communications (including the notice) will be deemed our confidential information, which you may not disclose to any third party, other than your legal advisors, without our prior express written permission, and in addition, all communications in respect of any such claim shall be subject to common interest privilege.
Mutual Provisions. The parties acknowledge and agree that:
A. While the Athlete is not required to utilize a Triathlon Canada coach, the Athlete shall abide by all reasonable requests made of the Athlete by such coach or HPD at any competition and shall at all times cooperate with all Triathlon Canada coaches, support staff and other team members.
B. The Athlete may refuse to travel to or compete at any event where the Athlete considers the local conditions to be unsafe. It is the Athlete’s responsibility to provide evidence supporting their safety concerns and to provide Triathlon Canada with as much notice as possible in regard to such a decision to provide the opportunity to replace the Athlete at such competition.
C. Personal coaches of Team Canada athletes will not be allocated Triathlon Canada ‘s accreditation at events
Mutual Provisions. 1. All legal actions to which these GTC are binding, as well as the rights and obligations arising from or related to the GTC and PC, are governed by Act No. 89/2012 Coll., the Civil Code.
2. All legal disputes concerning the rights and obligations arising from or otherwise related to the PC and these GTC shall be settled before the courts of the Seller's place of business unless otherwise agreed in writing between the parties.
3. There shall be no forgiveness of the debt between the parties if one of the parties issues a receipt to the other party or returns a promissory note to the other party without discharge of the debt. If the receipt is issued for the principal of the claim, it is not applied to the accessories of the claim.
4. The parties assume the risk of a change in material circumstances after the conclusion of the contract within the meaning of the provision of Section 1765, Sub- section 2 of the Civil Code.
5. The Buyer may not assign to a third party any claims arising under or in connection with the PC.
6. No statement made by the parties during the negotiation on the contract or any statement made after the conclusion of the contract shall be construed contrary to the express provisions of these GTC and the concluded contract and shall not create any obligation of any party.
7. The Seller is entitled to withdraw from the purchase contract in the event that
a) the Buyer has entered liquidation
b) insolvency proceedings have been initiated against the Buyer. In all cases where the Seller is entitled to withdraw from the contract in accordance with the law, the PC and these GTC, the Seller is entitled to withdraw from this contract without time limitation in relation to the moment when the reason for which the Seller may withdraw from the Contract occurred.
8. In accordance with the provision of Section 630 of the Civil Code, the contracting parties agree to a general limitation period of four (4) years for the rights arising from the PC or breach thereof.
