Prosecution and Settlement of Scan Re Disputes Sample Clauses

Prosecution and Settlement of Scan Re Disputes. (a) Notwithstanding anything to the contrary contained in this Agreement, ABB shall have the right, in its sole and absolute discretion, to settle or compromise any of the Scan Re Disputes prior to the Measurement Date; provided, however, that ABB shall not enter into any such settlement that imposes any injunctive or similar equitable obligations on any Acquired Company without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed). (b) After the Measurement Date and up to the Closing Date, ABB shall not settle or compromise any of the Scan Re Disputes without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed). (c) After the Closing Date, the provisions of Section 9.4 shall apply, mutatis mutandis, in connection with the defense and prosecution of any remaining Scan Re Disputes; provided, however, that (i) Purchaser shall have the sole right to control the defense and prosecution of any remaining Scan Re Disputes and ABB shall not be able to assume the defense or prosecution of any such Scan Re Dispute and (ii) Purchaser's obligation to obtain ABB's consent (which shall not be unreasonably withheld or delayed) prior to settling, compromising, or discharging any Scan Re Dispute shall be conditional on ABB's diligent review on an ongoing basis of the facts and law with respect to such Scan Re Dispute and ABB's employment (at ABB's sole expense) of counsel qualified in insurance and reinsurance litigation to review facts and law with respect to such Scan Re Dispute on behalf of ABB (the selection of which counsel shall be subject to the prior consultation and cooperation with Purchaser (but not the consent of Purchaser)) for a period of no less than ten (10) days unless the proposed settlement, comprise or discharge of such Scan Re Dispute requires a response from ABB in less than ten (10) days. Notwithstanding any other provision of this Agreement, if Purchaser does not accept any settlement, compromise or discharge of any Scan Re Dispute due to ABB withholding its consent with respect to such settlement, compromise or discharge, ABB shall indemnify Purchaser for 100% of any Losses resulting from the applicable Scan Re Dispute that are in excess of the Losses that would have resulted from such Scan Re Dispute had such settlement, compromise or discharge been accepted.
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Related to Prosecution and Settlement of Scan Re Disputes

  • Defense and Settlement of Third Party Claims The Indemnifying Party shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporation.

  • Cooperation in Defense and Settlement Indemnitee shall not make any admission or effect any settlement of any Proceeding without the Company's written consent unless Indemnitee shall have determined to undertake his own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company's insurers, in attempts to defend and/or settle such Proceeding.

  • Arbitration; Settlement of Disputes Any controversy, claim or cause of action brought by any party hereto against the Company arising out of or relating to the Shares or other Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, or the breach hereof or thereof, if so elected by the claimant, shall be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The place of the arbitration shall be Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, and the language of the arbitration shall be English. The number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant(s) and respondent(s)), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If such alignment and appointment shall not have occurred within thirty (30) calendar days after the initiating party serves the arbitration demand, the American Arbitration Association shall appoint the three arbitrators, each of whom shall have the qualifications described above. The parties and the American Arbitration Association may appoint from among the nationals of any country, whether or not a party is a national of that country. The arbitral tribunal shall have no authority to award any consequential, special or punitive damages or other damages not measured by the prevailing party’s actual damages and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Deposit Agreement.

  • Settlement of Disputes between the Contracting Parties 1. Disputes between the Contracting Parties concerning the interpretation or application of this Agreement should, if possible, be settled through diplomatic channels. 2. If a dispute between the contracting Parties cannot thus be settled, it shall upon the request of either Contracting Party be submitted to an arbitral tribunal. 3. Such as arbitral tribunal shall be constituted for each individual case in the following way. Within two months of the receipt of the request for arbitration, each Contracting Party shall appoint one member of the tribunal. Those two members shall then select a national of a third State who an approval by the two Contracting Parties shall be appointed Chairman of the tribunal. The Chairman shall be appointed within two months from the date of appointment of the other two members. 4. If within the periods specified in paragraph 3 of this Article the necessary appointments have not been made either Contracting Party may, in the absence of any other agreement, invite the President of the International Court of Justice to make any necessary appointments. If the President is a national of either Contracting Party or if he is otherwise prevented from discharging the said function, the Vice-President shall be invited to make the necessary appointments. If the vice- President is a national of either Contracting Party or if he too is prevented form discharging the said function, the members of the International Court of Justice next in seniority who is not a national of either Contracting Party Shall be invited to make the necessary appointments. 5. The arbitral tribunal shall reach its decision by a majority of votes. Such decision shall be binding on both Contracting Parties. Each Contracting Party shall bear the cost of its own member of the tribunal and of its representation in the arbitral proceedings; the cost of the Chairman and the remaining cost shall be borne in equal parts by the Contracting Parties. The tribunal may, however, in its decision direct that a higher proportion of costs shall be borne by one of the two Contracting Parties, and this award shall be binding on both Contracting Parties. The tribunal shall determine its won procedure.

  • Governing Law and Settlement of Disputes 8.1 The execution, validity, interpretation, performance, implementation, termination and settlement of disputes of this Agreement shall be governed by the laws of PRC. 8.2 Both Parties shall strive to settle any dispute arising from the interpretation or performance in connection with this Agreement through friendly consultation within 30 days after One Party ask for consultation. In case no settlement can be reached through consultation, One Party can submit such matter to China International Economic and Trade Arbitration Commission (the “CIETAC”). The arbitration shall follow the current rules of CIETAC, and the arbitration proceedings shall take place in Shanghai. The arbitration award shall be final and binding upon the Both Parties and shall be enforceable in accordance as its terms. 8.3 In case of any disputes arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute, Both Parties shall continue to perform their rights and obligations under this Agreement, except that such maters are involved in the disputes.

  • Settlement of Disputes between Contracting Parties 1. Should any dispute arise concerning the interpretation or application of this Agreement the Contracting Parties shall try to settle the dispute amicably. 2. If the dispute cannot be settled in a such manner it shall, upon the request of either Contracting Party, be submitted to an ad hoc Arbitral Tribunal in accordance with the provisions of this Article. 3. The Arbitral Tribunal shall be constituted in the following way: within two months of the receipt of the request for arbitration, each Contracting Party shall appoint one arbitrator. The two arbitrators will choose a national of a third State who, on the approval by the two Contracting Parties, shall act as chairman of the Tribunal (hereinafter referred to as "the Chairman"). The Chairman shall be appointed within two months from the date of appointment of the other two arbitrators. 4. If within the period specified in paragraph 3 of this Article either Contracting Party shall not have appointed its arbitrator or the two arbitrators shall not have agreed on the chairman, a request may be made to the President of the International Court of Justice to make the appointment. If he is a national of either Contracting Party or if he is otherwise prevented from discharging the said function, the Vice-President shall be invited to make the appointment. If the Vice-President also is a national of either Contracting Party or is prevented from discharging the said function, the member of the International Court of Justice next in seniority who is not a national of either Contracting Party shall be invited to make the appointment. 5. The Arbitral Tribunal shall reach its decision by a majority of votes, such decision shall be final and binding. Each contracting Party shall bear the costs of its own arbitrator and its counsel in the arbitral proceedings, the costs of the chairman and the remaining costs shall be borne in equal parts by both Contracting Parties. The Tribunal may, however, in its decision direct that a higher proportion of costs shall be borne by one of the two Contracting Parties. The Arbitral Tribunal shall determine its own procedure.

  • Settlement of Disputes between the contracting parties 1. Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement shall, if possible, be settled through diplomatic channels. 2. If any dispute between the Contracting Parties cannot be settled within six months (6) It shall upon the request of either Contracting Party, be submitted to an arbitral tribunal. 3. Such an arbitral tribunal shall be constituted for each individual case in the following way. Within two (2) months of the receipt of the request for arbitration, each Contracting Party shall appoint one member of the Tribunal. The two members shall then select a national of a third State, who on approval by the two Contracting Parties shall be appointed Chairman of the Tribunal. The Chairman shall be appointed within two (2) months from the date of appointment of the other two members. 4. If within the periods specified in paragraph 3 of this article the necessary appointments have not been made, either Contracting Party may, in the absence of any other agreement, invite the President of the International Court of Justice to make the necessary appointments. If the President is a national of either Contracting Party or if he is otherwise prevented from discharging the said function, the Vice-President shall be invited to make the necessary appointments. if the Vice- President is a national of either Contracting Party or if he is also prevented from discharging the function, the said member of the International Court of Justice the oldest who is not a national of either Contracting Party shall be invited to make the necessary appointments. 5. The arbitral tribunal shall reach its decisions by a majority of votes and shall be binding on both contracting parties. each Contracting Party shall assume the costs of its own member of the Tribunal and of its representation in the arbitral proceedings; the cost of the Chairman and the remaining costs shall be borne in equal parts by the contracting parties. The Tribunal may, however, in its decision that a higher proportion of direct costs shall be borne by one of the two contracting parties, and this decision shall be binding on both contracting parties. the tribunal shall determine its own rules of procedure for all other matters. 6. The arbitral tribunal shall make its decision on the basis of this Agreement and any agreement in force between the two parties and international law in general and take into account, as appropriate, the domestic law of the Contracting Party where the investment concerned is located.

  • Settlement of Disputes; Arbitration All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board of Directors of the Company and shall be in writing. Any denial by the Board of Directors of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board of Directors shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

  • Defense and Settlement The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Institution with respect to which the Receiver has indemnified the Assuming Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement, or which existed against the Failed Bank on or before the Bank Closing Date. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Institution with respect to any of its obligations under this Agreement.

  • Settlement of industrial disputes Nothing in this clause requires a party to settle an industrial dispute that constitutes a force majeure event in any manner other than the manner preferred by that party.

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