Rights to Defend Sample Clauses

Rights to Defend. If a Third Party initiates a challenge to the validity, scope, or enforceability of, or any opposition proceeding against, any (a) Akebia Patent Right (inside the Territory), or (b) Joint Patent Right (outside the Territory) (“Akebia Defense Action”), then in either case ((a) – (b)) Akebia will have the first right, but not the obligation, to defend against any such claim using the counsel of its own choosing; provided that Akebia will keep Licensee reasonably informed regarding any such claim. Licensee will provide to Akebia all assistance reasonably requested by Xxxxxx in connection with any such Akebia Defense Action, including, when mandatory under Applicable Laws, required to establish standing or for recovering damages, or requested by the applicable jurisdiction, the participation of Licensee in the defense action as a party. When participation of Licensee in the defense action is not mandatory under Applicable Laws, required to establish standing or for recovering damages, or requested by the applicable jurisdiction, Licensee may decide, at its own discretion, to participate to the defense action as a party. Akebia will have sole control of any negotiations for settlement or compromise of all Akebia Defense Actions. If Akebia notifies Licensee that it does not wish to exercise its right to defend an Akebia Defense Action solely with regards to a challenge or opposition proceeding against a Joint Patent Right outside the Territory, then Akebia shall notify Licensee in writing of such intent and within [**] of Licensee’s receipt of such notice, Licensee shall have the second right, at its own cost and expense, to defend against any such Akebia Defense Action by counsel of its own choice. In this event, Akebia shall provide to Licensee all reasonable cooperation, solely to the extent required to allow Licensee to defend such Akebia Defense Action, and Licensee will, subject to Section 9.3 (Indemnification Procedure), have sole control of any negotiations for settlement or compromise of such Akebia Defense Action.
Sample 1
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Rights to Defend. SB shall have the right but not the obligation to defend such suit at its own expense, and to use PDL's name in connection therewith. Notwithstanding the foregoing, the responsibility for any claim relating to the invalidity or unenforceability of the Licensed PDL Patents shall be determined in accordance with Section 4.02.
Sample 1
Rights to Defend. The Buyer agrees that where a breach of warranty results in compensation being paid by the Seller to the Buyer or there is a provision in the Completion Accounts in respect of any third party claims it will on the Seller's written request permit the Seller to defend the third party claim as the relevant Group Members agent and will procure that such Group Member provides such reasonable assistance as the Seller shall request provided that the Seller shall indemnify the Buyer and such Group Member for their reasonable costs in relation thereto. THE SELLER NAME AND ADDRESS Number and class of Shares ---------------- to be sold ---------- Klippan Safety AB 1,060,000 Ordinary Shares of L.1 DETAILS OF THE COMPANY SELLER TO COMPLETE DETAILS Name of the Company. : Klippan Limited Registered number : 2264274 Registered office : Byrox Xxxxxx, Xxxxxxxx, XX0 0XX, Xxxxxxx Xxte of incorporation : 2nd June 1988
Sample 1
Rights to Defend. If a Third Party initiates a challenge to the validity, scope, or enforceability of any Joint Patent Right in the Territory or any Licensee Patent Right, or an opposition proceeding against any Joint Patent Rights in the Territory or any Licensee Patent Rights (“Licensee Defense Action”), then Licensee will have the first right, but not the obligation, to defend against any such claim using the counsel of its own choosing; provided that Licensee will keep Akebia reasonably informed regarding any such claim. Akebia will provide to Licensee all assistance reasonably requested by Licensee in connection with any such Licensee Defense Action. Licensee will have sole control of any negotiations for settlement or compromise of all Licensee Defense Actions. If Licensee notifies Akebia that it does not wish to exercise its right to defend an Licensee Defense Action solely with regards to a challenge or opposition proceeding against a Joint Patent Right inside the Territory, then Licensee shall notify Akebia in writing of such intent and within [**] of Akebia’s receipt of such notice, Xxxxxx shall have the second right, at its own cost and expense, to defend against any such Licensee Defense Action by counsel of its own choice. In this event, Licensee shall provide to Akebia all reasonable cooperation, solely to the extent required to allow Akebia to defend such Licensee Defense Action, and Akebia will, subject to Section 9.3 (Indemnification Procedure), have sole control of any negotiations for settlement or compromise of such Licensee Defense Action.
Sample 1
Rights to Defend. In the event SB has made the PHASE II REVIEW POINT PAYMENT, SB shall have the right but not the obligation to defend such suit and to use PDL's name in connection therewith; provided however that if SB does not defend such suit in a timely manner, PDL shall have the right but not the obligation to defend such suit and to use SB's name in connection therewith. If SB elects not to make the PHASE II REVIEW POINT PAYMENT, PDL shall have the sole right but not the obligation to defend such suit at its own expense. If SB has made the PHASE II REVIEW POINT PAYMENT, all costs and expenses incurred by either party with respect to such suit, whether incurred before or after the date of the PHASE II REVIEW POINT, shall be considered PATENT COSTS for the calculation of PRE-LAUNCH COMMERCIAL EXPENSES and PRETAX PROFITS.
Sample 1

Related to Rights to Defend

  • Right to Defend Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

  • Agreement to Defend In the event any claim, action, suit, investigation or other proceeding by any governmental body or other person or other legal or administrative proceeding is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties hereto agree to cooperate and use their reasonable efforts to defend against and respond thereto.

  • Duty to Defend The Consultant’s obligation in Subsection 11.1 above applies to the maximum extent allowed by law and includes defending the City, its officers, employees and agents as set forth in Sections 2778 and 2782.8 of the California Civil Code. Upon the City’s written request, the Consultant, at its own expense, shall defend any suit or action that is subject to the obligation in Subsection 11.1 above.

  • Failure to Defend If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

  • Testing Procedure Limitations The Asset Representations Reviewer will only be required to perform the testing procedures listed under “Tests” in Schedule A, and will have no obligation to perform additional procedures on any Subject Lease or to provide any information other than a Review Report indicating for each Subject Lease whether there was a Test Pass or a Test Fail for each Test, or whether the Subject Lease was a Test Complete and the related reason. However, the Asset Representations Reviewer may provide additional information about any Subject Lease that it determines in good faith to be material to the Review.

  • Notice and Opportunity to Defend Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

  • Restrictions to Safeguard the Balance of Payments 1. The Parties shall endeavour to avoid the imposition of restrictions to safeguard the balance of payments. 2. The rights and obligations of the Parties in respect of such restrictions shall be governed by paragraphs 1 to 3 of Article XII of the GATS, which are hereby incorporated into and made part of this Chapter, mutatis mutandis. 3. A Party adopting or maintaining such restrictions shall promptly notify the Joint Committee.

  • Opportunity to Defend The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expense.

  • Recognition and Rights of Stewards The Employer recognizes the Union's right to select stewards to represent employees. The Employer and the Union will agree on the number of stewards, taking into account both operational and geographic considerations. The Union agrees to provide the Employer with a list of the employees designated as stewards. A xxxxxxx shall make every effort to perform the duties of a xxxxxxx outside of normal working hours. If this is not possible, a xxxxxxx, or her alternate, shall obtain the permission of her immediate supervisor before leaving her work to perform her duties as a xxxxxxx. Leave for this purpose shall be without loss of pay. Such permission shall not be unreasonably withheld. On resuming her normal duties, the xxxxxxx shall notify her supervisor. The duties of stewards shall include: (a) investigation of complaints of an urgent nature; (b) investigation of grievances and assisting any employee whom the xxxxxxx represents in presenting a grievance in accordance with the grievance procedure; (c) supervision of ballot boxes and other related functions during ratification votes; (d) carrying out duties within the realm of safety responsibilities, these being recognized as complaints of an urgent nature which require immediate attention; (e) attending meetings called by the Employer.

  • Contracts (Rights of Third Parties) Xxx 0000 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Agreement.

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