Defence against Third Party Claims Sample Clauses

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Defence against Third Party Claims. Where a Claim of the Purchaser for Compensation is based upon or relates to a Third Party Claim, the Purchaser shall notify the Seller of such Third Party Claim as soon as possible after becoming aware thereof. As soon as possible following the date of that notification the Parties shall consult each other on the course of action to be taken. The Purchaser shall, however, at its sole discretion and subject only to any restriction under any insurance policy, be entitled to take, or procure the Company to take, any action necessary to defend the Third Party Claim. The Purchaser shall use its reasonable best endeavours to strike a fair balance between the interests of the Seller in keeping the Compensation as low as possible and the interests of the Purchaser and the Company to maintain good business relations with the third party concerned. The Parties will cooperate with each other in dealing with any Third Party Claim and will allow each other access to all relevant books and records during normal business hours and at the place where the same are normally kept, with full right to make copies thereof or take extracts therefrom. Such books and records shall be subject to a duty of confidentiality except for disclosure necessary for resolving such Third Party Claim or otherwise required by applicable law or stock exchange rules.
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Defence against Third Party Claims. 17.1.1 As soon as possible following the notification of a Claim by ASR based on or related to a Third Party Claim, the Parties shall consult each other on the course of action to be taken. ASR shall, however, at its sole discretion but subject to any restriction under any insurance policy, be entitled to take, or procure the relevant Group Company to take, any action to defend the Third Party Claim. 17.1.2 In connection with a Claim by ASR based on or related to a Third Party Claim, the Parties will allow each other access to all relevant books and records during normal business hours and at the place where the same are normally kept, with full right to make copies thereof or take extracts therefrom. Such books and records shall be subject to a duty of confidentiality except for disclosure necessary for resolving such Third Party Claim or otherwise required by Applicable Law or stock exchange rules. 530 Aegon Annual Report on Form 20-F 2022 Exhibit 4.4 18 SPECIFIC INDEMNITIES
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Defence against Third Party Claims. If one of the parties culpably infringes third party property rights ("indemnifying party") during the contractual use of the standard software by the licensee and if third parties assert claims against the other party, the indemnifying party shall indemnify the other party against such third party claims insofar as the other party is not responsible for the infringement. The indemnification shall only take place under the following conditions: The other party shall immediately inform the indemnifying party in writing of the alleged claims and, according to the other party's choice, either leave the defence to the indemnifying party and make all declarations required for this purpose or undertake it in coordination with the indemnifying party, i.e. in particular undertake all essential defence steps only after prior consent by the indemnifying party. The other party shall provide the indemnifying party with all information necessary for the defence upon request and shall provide all reasonable cooperation. The other party shall neither acknowledge nor dispute any third party claims without the prior written consent of the indemnifying party.
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Defence against Third Party Claims. Where a Claim of the Purchaser for Compensation is based upon or relates to a Third Party Claim, the Purchaser or the Company shall notify the Sellers of such Third Party Claim within two months after becoming aware thereof. As soon as possible following the date of that notification the Parties shall consult each other on the course of action to be taken. The Purchaser shall, however, at its sole discretion and subject to any restriction under any insurance policy, be entitled to take, or procure the Company to take, any action necessary to defend the Third Party Claim. The Purchaser shall use reasonable endeavours to strike a fair balance between the interests of the Sellers in keeping the Compensation as low as possible and the interests of the Purchaser and the Company to maintain good business relations with the third party concerned. The Company shall not be under any obligation to rely on any general terms and conditions. The Parties will cooperate with each other in dealing with any Third Party Claim and will allow each other access to all relevant books and records during normal business hours and at the place where the same are normally kept, with full right to make copies thereof or take extracts therefrom. Such books and records shall be subject to a duty of confidentiality except for disclosure necessary for resolving such Third Party Claim or otherwise required by applicable law or stock exchange rules.
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Defence against Third Party Claims. Where a Claim of the Purchaser for Losses is based upon or relates to a Third Party Claim, the Purchaser shall notify the U-Protein Shareholders of such Third Party Claim promptly after becoming aware thereof but in any event within 20 Business Days after having received a written notice of such Third Party Claim. Within 10 Business Days after the date of that notification the Parties shall consult each other on the course of action to be taken. The U-Protein Shareholders shall, however, at their sole reasonable discretion, be entitled at their own cost to take, or require the Purchaser to procure that the Company will take, any action necessary to defend or settle the Third Party Claim, whereby it is agreed that any course of action taken, irrespective by which Party, shall be consistent with past practice. The U-Protein Shareholders shall use reasonable endeavours to strike a fair balance between the interests of the U-Protein Shareholders in keeping the Compensation as low as possible and the interests of the Purchaser and the Company to maintain good business relations with the third party concerned. The Parties shall cooperate with each other in dealing with any Third Party Claim and shall allow each other and their representatives, upon reasonable written notice, access during normal business hours to such books, records and other information, including the right to inspect and take copies, as may be reasonably required. Such books and records will be subject to a duty of confidentiality except for disclosure necessary for resolving such Third Party Claim or otherwise required by Applicable Law or stock exchange rules.
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Defence against Third Party Claims. Where a Warranty Claim of the Purchaser is based upon or relates to a Third Party Claim, as soon as possible following the notification of such Warranty Claim, the Parties shall consult each other on the course of action to be taken, taking into account the reasonable respective interests of all Parties, provided always that the Purchaser shall not be obliged to do anything which would or would reasonably be expected to (i) breach or endanger any member of the Purchaser Group’s legal privilege in any documents or records or any bona fide obligations of confidentiality owed to a third party, (ii) prejudice the bona fide commercial interest of any member of the Purchaser Group or (iii) breach any Applicable Laws or otherwise result in any liability of the Purchaser Group being materially increased.
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Defence against Third Party Claims. 9.1.1 As soon as possible following the notification of a claim (other than a Tax Claim) by the Purchaser based on or related to a Third Party Claim, the Parties shall consult each other on the course of action to be taken. The Purchaser shall, however, at its sole discretion but subject to any restriction under any insurance policy, be entitled to take, or procure the Company to take, any action to defend the Third Party Claim, provided that the Purchaser may not settle the claim or cause the claim to be settled without the prior written consent of the Seller, not to be unreasonably withheld. 9.1.2 In connection with a claim (other than a Tax Claim) by the Purchaser based on or related to a Third Party Claim, the Parties will allow each other access to all relevant books and records during normal business hours and at the place where the same are normally kept, with full right to make copies thereof or take extracts therefrom. Such books and records shall be subject to a duty of confidentiality except for disclosure necessary for resolving such Third Party Claim or otherwise required by Applicable Law or stock exchange rules.
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Defence against Third Party Claims 
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Related to Defence against Third Party Claims

  • Indemnification Against Third-Party Claims Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs and attorneys’ fees), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

  • Claims Against Third Parties The Licensee shall, as soon as it becomes aware, give DACS in writing full particulars of any infringements or violations of any of DACS’ / the Artist’s rights in the Work.

  • Non-Third Party Claims Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.

  • Third Party Claims If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.