CLAIMS OF THIRD PARTIES Clause Samples

POPULAR SAMPLE Copied 4 times
CLAIMS OF THIRD PARTIES. In case a third party should assert that one of the Trademarks does infringe rights belonging to said third party, BUYER shall promptly inform SELLER about said event and any eventual claim, suit, action or damage and BUYER shall agree with SELLER the relevant actions to be taken with respect to the defence, being understood that as all corresponding costs shall be borne by SELLER, the latter has the right to appoint its attorney and to decide with reference to the strategy of the defence (BUYER however might appoint its own attorneys at its own expenses). It is furthermore understood that BUYER's right to set off the relevant claim pursuant to Section 7.3 above shall apply only to the extent such claim is finally ascertained or an enforceable title has been released by the competent Authority. Art. 8
View SourceView Similar (2)
CLAIMS OF THIRD PARTIES. If claims of third parties are asserted against the Purchaser, which relate to the period of time before Closing and in respect of which the Purchaser may reasonably believe to be entitled to claim damages because of a breach of a Seller’s Representation, then the Purchaser shall inform the Seller as soon as possible, no later however than within fifteen (15) Business Days from gaining knowledge of the third party claim, and give it the opportunity to take over the defence against this claim in full at the Seller’s cost. The corresponding declaration must be submitted by the Seller within twenty (20) Business Days from receipt of the Purchaser’s report about the claim of the third party by the Seller. A take-over of the defence shall however presume that the Seller basically recognizes its liability from this Agreement in connection with the claim of the third party in full. If the Seller takes over the proceedings against the third party, it is entitled to select the legal advisers operating for the Purchaser and to conduct negotiations with the third party. The Seller is however not entitled to determine the initiation, conduct and termination of court or arbitration court proceedings without the Purchaser’s consent. The Purchaser will send the Seller and its authorized agents copies of the correspondence conducted with the third party in relation to the claim. The Seller undertakes to make all information available to the Purchaser, which it requires in order to defend the claim of the third party. If the Seller takes over the conduct of the proceedings against the third party, it is obliged to inform the Purchaser without request periodically, and at least monthly, about the status of the proceedings and about all steps taken. Written pleadings or similar documents are to be forwarded to the Seller in time, no later however than ten (10) Business Days before they are submitted for a statement. All costs and expenses incurred by the Seller in defending such third party claim shall be borne by the Seller.
View SourceView Similar (2)
CLAIMS OF THIRD PARTIES. If, on or before the Additional Payment Date, a claim for indemnification arises out of a claim by a third party, including without limitation any governmental agency, body or authority (a "Third Party Claim") then, in the Notice of Claim, the Buyer shall state in reasonable detail the nature of the claim and specific provisions of the Agreement which have been breached (if applicable). Such notice shall be given in accordance with Section 10.2 above and shall specify whether the Buyer intends to defend the claim. If the claim has resulted in the commencement of litigation, the Buyer shall take all necessary legal steps to preserve the legal rights of the Seller until such time as the Seller is able to assume or participate in the defense of the litigation. If the Buyer elects to defend the claim, the Seller shall have the right to participate in the defense of the claim. If the Buyer does not elect to defend the claim, the Seller shall have the obligation to defend the claim but only to the extent of the limitation on indemnification set forth in Section 10.6 (with the Buyer having the obligation thereafter) and every attorneys' fee, loss, cost and expense shall be advanced by Buyer and charged against the Additional Payment and the Buyer shall have the right to participate in such defense and hereby agrees to cooperate with the Seller and make available to it or its counsel all records and other material reasonably required to defend the claim. If the Buyer is defending the claim, the Seller shall be given written notice of any bona fide settlement offers received with respect to the claim. Within 5 days of receipt of such offer, the Seller may elect in writing to accept the settlement offer. If the Seller wishes to accept such settlement offer, then the claim shall be subject to a maximum indemnification in the amount of the settlement offer and the right to such indemnification of the Buyer shall be deemed established in such amount. So long as the Seller may continue to have liability for such claim, the Buyer shall not have the right to settle such claim without the prior written consent of the Seller. So long as a Third-Party Claim is pending, the Buyer shall hold in abeyance its claim for indemnification. If a settlement is reached which results in any liability on the part of the Seller, or if a judgment is rendered against the Buyer which is not properly appealed or appealable, then the Buyer shall be entitled to assert its claim for indemnificat...
View SourceView Similar (2)
CLAIMS OF THIRD PARTIES. In the event any third party asserts its proprietary intellectual property rights against either Party as a result of the manufacture, use, or sale of Products, the defense of such claim shall be conducted in accordance with the mutual agreement of the Parties, and costs associated with defending any litigation involving assertion of such rights and any recovery shall be shared equally.
View Source
CLAIMS OF THIRD PARTIES. 17.1. You acknowledge that You do not allow any other person interested in the cargo to file charges, claims or actions against Us with Us, even if We have been negligent or have failed to perform our duties. If such allegations, claims or actions have taken place, You release Us from the Consequences of such allegations, claims or actions and reimburse the funds we have spent on them.
View Source
CLAIMS OF THIRD PARTIES. 17.1. You acknowledge that You do not allow any other person interested in the cargo to file charges,
View Source
CLAIMS OF THIRD PARTIES. 10.1 The leased property remains Staad’s property at all times, unless otherwise agreed in writing. 10.2 Any alienation, pledge or other encumbering of the leased property is prohibited without Staad’s express written consent. 10.3 If the leased property is attached (or is at risk of being attached), or third parties enforce claims in respect of the leased property, Lessee is obliged to immediately notify Staad thereof in writing. Lessee must furthermore act in accordance with the instructions given by Staad in such case. 10.4 Lessee indemnifies Staad against all damage and costs arising from or connected with an attachment.
View Source
CLAIMS OF THIRD PARTIES 
View Source

Related to CLAIMS OF THIRD PARTIES

  • Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of this Agreement. This clause shall not affect any right or remedy of a third party which exists or is available apart from that Act.

  • 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).

  • Defense of Third Party Claims In the case of a Third-Party Claim, the Indemnifying Party shall have the right: (a) to control and conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the claim, (b) to take all other reasonable steps or proceedings to settle or defend any such Third-Party Claim; provided, that the Indemnifying Party shall not settle any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed), and (c) to employ counsel designated by the Indemnifying Party to contest any such Third-Party Claim in the name of the Indemnified Party or otherwise. The Indemnifying Party shall, within fifteen (15) days of receipt of a Third-Party Claim Notice (the “Indemnity Notice Period”), give written notice to the Indemnified Party of its intention to assume the defense of such Third-Party Claim. If the Indemnifying Party does not deliver to the Indemnified Party within the Indemnity Notice Period written notice that the Indemnifying Party shall assume the defense of any such Third-Party Claim, then the Indemnified Party may defend against any such Third-Party Claim in any such manner as it may deem appropriate, provided, that the Indemnified Party shall not settle any such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned, or delayed. In the event that the Indemnifying Party does assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to fully participate in (but not control) such defense (including with counsel of its choice), at its sole expense, and the Indemnifying Party shall reasonably cooperate with the Indemnified Party in connection with such participation. In the event that either the Indemnifying Party or the Indemnified Party assumes the defense of a Third-Party Claim as provided above (the “Controlling Party”), the non-Controlling Party shall have the right to fully participate (but not control) in such defense (including with counsel of its choice), at its sole expense, and the Controlling Party shall reasonably cooperate with the non-Controlling Party in connection with such participation; provided, however, that Buyer and Seller shall each use its commercially reasonable efforts with respect to any information shared pursuant to this Section 7.3(b) to preserve attorney-client privilege.