Related Party Claims Sample Clauses

Related Party Claims. All Intellectual Property created by the Existing Shareholders and current and former contractors and employees of the Company and which is used, or proposed to be used, by the Company in connection with its current or proposed Business (as set out in the Business Plan), is vested in and beneficially owned by the Company. Third Party Intellectual Property: The Company is not in breach of any agreement to which it is a party relating to the use of material Intellectual Property owned by a third party.
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Related Party Claims. Notwithstanding anything herein to the contrary, the decision of any Company Entity to pursue, and the procedures for pursuing, a Fujitsu Manager Claim or an AMD Manager Claim shall be as set forth on Schedule B.
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Related Party Claims. Any claims made against Provider or its Affiliates arising out of or related to this DPA may only be brought by the Customer entity that is a party to the Agreement.
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Related Party Claims. There are no Acquiror Claims that any Acquired Company has, or may now or hereafter have, including Acquiror Claims arising under applicable Law, other than arising under this Agreement, any Related Agreement, when entered or any Disclosed Related Party Agreement or in connection with the Contemplated Transaction (and such matters shall not constitute Acquired Claims).
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Related Party Claims. All Intellectual Property created by the Existing Shareholders and current and former contractors and employees of the [Company][Group] and which is used, or proposed to be used, by the [Company][Group] in connection with its current or proposed Business (as set out in the Business Plan), is vested in and beneficially owned by the [Company][Group]. Confidential Information As far as the Company is aware, there has not been any unauthorised disclosure of any of the [Company][Group]'s financial or trade secrets or other Confidential Information.
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Related to Related Party Claims

  • Third Party Claims If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

  • Settlement of Third Party Claims Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

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