Rights Against Third Parties. In consideration of the rights conferred upon the User under this Agreement, including under clause 3.8, the right of the User to claim in negligence, other tort, or otherwise howsoever against a Relevant Person in respect of any act or omission of that Relevant Person in relation to the subject matter of the Relevant Agreement is hereby excluded and the User agrees not to pursue any such claim, provided that:
3.6.1 nothing in this clause 3.6 shall restrict the User’s ability to claim against a Relevant Person under any contract to which the User and such Relevant Person are (from time to time) party, or in respect of fraudulent misrepresentation or death or personal injury resulting from the negligence of a Relevant Person; and
3.6.2 such exclusion and agreement in respect of ESB shall only apply in respect of those periods in which the RoI Infrastructure Agreement contains the Equivalent Waiver.
Rights Against Third Parties. All rights, claims, causes of action and rights of set-off exclusively relating to the Business, the Purchased Assets or the Assumed Obligations, whether known or unknown, contingent or non-contingent, including, without limitation, all rights against suppliers under warranties exclusively covering any of the Inventory or Equipment and Fixed Assets; and
Rights Against Third Parties. For any rights or remedies relating to the Assets that may be enforced after the Closing Date against third parties and the Purchaser, Purchaser will notify Seller in writing of any such enforcement that should properly be instituted in the name of Seller, and Seller will join with Purchaser in enforcing such rights and remedies or enforce such rights or remedies in Seller's own name at Purchaser's sole cost.
Rights Against Third Parties. Lessor hereby assigns to Lessee for the Lease Term all presently existing and future rights of Lessor against the manufacturer of, or service facility for, the airframe, engines, accessories, equipment and component parts of the Aircraft or any replacement thereof with respect to the obligation of said manufacturer or service facility under the warranties granted pursuant to the sale or servicing of such property. Lessee shall perform, and Lessor shall cooperate with Lessee to perform, all acts necessary to make a claim under any such warranty at Lessee's own expense.
Rights Against Third Parties. The Parties expressly reserve all claims, rights, remedies, and defenses they may have against any person or legal entity not a signatory hereto.
Rights Against Third Parties. To the extent the Company actually indemnifies Indemnitee or advances Indemnitee funds in respect of expenses, the Company shall be entitled to enforce any such rights which Indemnitee may have against third parties. Indemnitee shall assist the Company in enforcing those rights if it pays Indemnitee’s costs and expenses of doing so. If Indemnitee is actually indemnified or advanced expenses by any such third party, then, for so long as Indemnitee is not required to disgorge the amounts so received, to that extent the Company shall be relieved of its obligation to indemnify Indemnitee or to advance expenses.
Rights Against Third Parties. 9 5.8 Refunds......................................................................... 9 5.9 Seller's Employees.............................................................. 9 5.10
Rights Against Third Parties. If the Buyer makes a Subject Claim and any Buyer Group Member has or subsequently obtains a right to recover an amount from any person other than the Seller in connection with the fact, matter or circumstance that gave rise to that Subject Claim, the Buyer must:
(a) promptly notify the Seller of that right of recovery and provide all information in relation to the circumstances giving rise to that right as the Seller may reasonably require; and
(b) take or procure that the relevant Buyer Group Member takes all reasonable steps to enforce that right of recovery. Share sale deed 56
Rights Against Third Parties. In consideration of the rights conferred upon the User under this Agreement, including under clause 3.8, the right of the User to claim in negligence, other tort, or otherwise howsoever against a Relevant Person in respect of any act or omission of that Relevant Person in relation to the subject matter of the Relevant Agreement is hereby excluded and the User agrees not to pursue any such claim, provided that:
Rights Against Third Parties. If a claim is made by a third party (including any Tax Authority) against the Purchaser or any of the Target Companies, which claim is based upon facts, events or circumstances which occurred or which existed prior to the Execution Date (a “Third Party Claim”) in respect of which the affected Target Company has a right of defense, counterclaim, action or appeal against the third party claimant, or a right of joinder against any other third party, and the Third Party Claim could give rise to Losses suffered by the Purchaser or the Target Companies and which are to be compensated for by the Vendor under § 9 above, then the Parties undertake to observe the mechanism set forth below:
12.1.1 The Purchaser must send a written notification of the Third Party Claim to the Vendor as soon as reasonably practicable, but not later than twenty (20) Business Days after the Purchaser has become aware of the Third Party Claim (provided that failure to give notice within such period shall not affect the rights of the Purchaser except to the extent that the Vendor is prejudiced by the failure). Similarly, with respect to any proceeding of any Tax Authority the Purchaser must send a written notification to the Vendor as soon as reasonably practicable, but not later than twenty (20) Business Days after the notice of initiation of proceeding by the Tax Authority is delivered to the affected Target Company or to the Purchaser (provided that failure to give notice within such period shall not affect the rights of the Purchaser except to the extent that the Vendor is prejudiced by the failure). The Purchaser shall take such initial action as may be reasonably necessary to contest, defend or appeal the Third Party Claim according to any relevant procedural deadlines fixed in respect of such Third Party Claim, unless specifically instructed by the Vendor otherwise in conjunction with the Vendor exercising its right to defend the Third Party Claim pursuant to sub-section 12.1.2 below.
12.1.2 The Vendor may decide whether or not it elects to assume the conduct of any dispute, defence or appeal of a Third Party Claim, and if the Vendor elects to assume conduct, then: (i) it shall do so at its own cost; (ii) it shall notify the Purchaser accordingly no later than ten (10) Business Days after its receipt of the Purchaser’s notification of a Third Party Claim; (iii) it will keep the Purchaser timely and fully informed of the progress and conduct of any Proceeding concerning Third Party C...
