Settlement and Defense Clause Samples
The Settlement and Defense clause outlines the responsibilities and procedures for managing legal claims or disputes involving the parties to a contract. Typically, it specifies which party is responsible for defending against third-party claims, how settlements may be negotiated or approved, and the extent of each party's involvement in the defense process. For example, one party may be required to notify the other of any claims and allow them to assume control of the defense or settlement negotiations. This clause is essential for allocating risk and ensuring that both parties understand their roles in the event of a legal dispute, thereby preventing confusion and potential conflicts over legal strategy or financial responsibility.
POPULAR SAMPLE Copied 1 times
Settlement and Defense. Regardless whether the University or the Company or both are named as parties in an action alleging the Company's infringement of a valid and subsisting patent or other intellectual property right, the University and the Company shall cooperate in the defense of the action. The University and the Company shall mutually agree upon the terms of any settlement of the third party's claims arising out of the manufacture, sale, lease, or other disposition of Licensed Products. In no event shall the Company admit, allege or otherwise state in connection with the defense of a suit described in this subsection orally or in any answer, request for admissions, interrogatories, deposition, affidavit, court testimony, court document (including motion papers and briefs), or any other document of whatever type that a Licensed Patent is invalid or that a claim in a Licensed Patent is invalid, unless the University has given its prior written consent.
Settlement and Defense. At the request and with the cooperation of Plan Sponsor, DDAZ will settle and defend any claim for dental benefits that has been denied. At DDAZ's request, Plan Sponsor will assist in such settlement and defense, including, but not limited to, attending hearings and trials, assisting in securing and giving evidence, and obtaining the attendance of witnesses. If any suit is brought with respect to any claim for dental benefits, DDAZ will retain and consult with legal counsel to defend the Plan in such suit as is necessary and appropriate, at the Plan's expense and after consulting with the Plan Sponsor.
Settlement and Defense. As between the parties to this Agreement, Company will be entitled to control the defense in any such action(s) at the expense of Company. In no event shall Company admit, allege or otherwise state in connection with the defense of a suit described in this subsection orally or in any answer, request for admissions, interrogatories, deposition, affidavit, court testimony, court document (including motion papers and briefs), or any other document of whatever type that a Licensed Patent is invalid or that a claim in a Licensed Patent is invalid, unless University has given its prior written consent.
Settlement and Defense. If the University or both the University and the Company are named as parties in a third party’s infringement action based upon acts of the Company, the Company shall defend the University and the University shall cooperate with the Company in the defense of the action. The University and the Company shall mutually agree upon the terms of any settlement of the third party’s claims arising out of the manufacture, sale, offer for sale, use, lease or other disposition of Licensed Products, if the settlement would require the University to pay any sum of money or be restrained in any way. The Company shall have no obligation to defend the University against any claim by a third party that is based on acts by the University.
Settlement and Defense. 1. It shall be the duty of the Insurer and not the duty of the Insureds to defend any Claim. Such duty shall exist even if any of the allegations are groundless, false or fraudulent. The Insurer’s duty to defend any Claim shall cease when the Limits of Liability have been exhausted by the payment of Loss.
2. The Insurer may make any investigation it deems necessary and shall have the right to adjust, defend, appeal and settle any Claim, provided, however, no settlement shall be made without the consent of the Parent Company, such consent not to be unreasonably withheld.
3. The Insureds agree not to settle or offer to settle any Claim, incur any Costs, Charges and Expenses or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the prior written consent of the Insurer, except at personal cost. The Insured shall not demand or agree to arbitration of any Claim without the written consent of the Insurer. The Insurer shall not be liable for any settlement, Costs, Charges and Expenses, assumed obligation or admission to which it has not consented. The Insureds shall promptly send to the Insurer all settlement demands or offers received by any Insured from any claimant.
4. The Insureds agree to provide the Insurer with all information, assistance and cooperation which the Insurer reasonably requests and agree that, in the event of a Claim, the Insureds will do nothing that shall prejudice the position of the Insurer or its potential or actual rights of recovery. Upon the Insurer’s request, the Insured shall submit to examination and interrogation by a representative of the Insurer, under oath if required, and shall attend hearings, depositions, and trials, and shall assist in the conduct of suits, including but not limited to effecting settlement, securing and giving evidence, obtaining the attendance of witnesses, giving written statements to the Insurer’s representatives and meeting with such representatives for the purpose of investigation and/or defense, all of the above without charge to the Insurer.
5. The Insured shall execute all papers required and shall do everything that may be necessary to secure and preserve any rights of indemnity, contribution or apportionment which the Insured or the Insurer may have, including the execution of such documents as are necessary to enable the Company to bring suit in the Insured’s name, and shall provide all other assistance and cooperation which the Insurer may reasona...
Settlement and Defense. As between the Parties to this Agreement, Company will be entitled to control the defense in any such actions. If Company is required to pay a royalty (including any amounts for past royalties) to a Third Party to make and/or sell a Licensed Product as a result of a final judgment or settlement, Company shall be entitled, pursuant to Section A6.1.5 of Exhibit A, to deduct such amounts from the royalties owing to University subject to the terms of Section A6.1.5. (Third Party Royalties Deduction) of Exhibit A. For avoidance of doubt, Company shall not be entitled to recalculate past royalties paid to University or reduce ongoing royalty payments below [****] percent ([****]%) of Net Sales to compensate for past royalties due under a final judgment or settlement. In no event shall the Company admit, allege or otherwise state in connection with the defense of a suit described in this Section orally or in any answer, request for admissions, interrogatories, deposition, affidavit, court testimony, court document (including motion papers and briefs), or any other document of whatever type that a Licensed Patent is invalid or that a claim in a Licensed Patent is invalid, unless the University has given its prior written consent.