Rights to Defend Clause Samples
The "Rights to Defend" clause establishes which party has the authority and responsibility to defend against third-party claims, such as lawsuits or allegations of infringement, that may arise under the agreement. Typically, this clause specifies whether the indemnifying party or the indemnified party will control the defense, including the selection of legal counsel and the management of settlement negotiations. For example, if a customer is sued for using a vendor's product, the vendor may have the right and duty to defend the customer in court. The core function of this clause is to clarify who manages legal defenses, thereby preventing disputes over control and ensuring an efficient and coordinated response to legal challenges.
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.
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 : Byro▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇te of incorporation : 2nd June 1988
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.
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 ▇▇▇▇▇▇ 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.
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, ▇▇▇▇▇▇ 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.