Defense Mechanism Sample Clauses

A Defense Mechanism clause outlines the obligations and procedures for one party to defend the other against certain claims, typically those arising from third-party lawsuits or allegations. In practice, this clause may require a party to assume responsibility for legal defense costs, select counsel, and manage litigation on behalf of the protected party if a claim falls within the scope of the agreement. Its core function is to allocate the risk and burden of legal defense, ensuring that the protected party is not left to handle or finance legal challenges alone.
Defense Mechanism. Promptly after receipt by a Party (“Indemnitee”) of notice of any Third Party Liability (but not any Liability not involving a Third Party) in respect of which indemnity may be sought against another Party (“Indemnitor”) (for purposes of this Section an "Assertion"), Indemnitee will notify Indemnitor in writing of the Assertion, but the failure to so notify Indemnitor will not relieve Indemnitor of any liability it may have to Indemnitee or any other person, except to the extent Indemnitor has suffered actual prejudice thereby. Indemnitor will be entitled to participate in and to the extent Indemnitor elects by written notice to Indemnitee within 30 calendar days after receipt by Indemnitor of notice of the Assertion, to assume the defense of the Assertion, at its own expense, with counsel chosen by it, such counsel to be reasonably satisfactory to Indemnitee. With respect to any such Assertion, Indemnitee will promptly provide Indemnitor with: (a) notice and copies of any documents served upon Indemnitee; and (b) all reasonable cooperation that Indemnitor deems necessary to defend the Assertion, including without limitation providing Indemnitor and its outside attorneys access to any potentially-relevant documents, information, or individuals within the control of Indemnitee, other than any privileged documents. If confidential information of Indemnitee is contained in the documents or information, Indemnitee and Indemnitor will enter into appropriate secrecy commitments to protect the documents or information. Despite Indemnitor may have elected by written notice to assume the defense of any Assertion, Indemnitee will have the right to participate in the investigation and defense thereof, with separate counsel chosen by ▇▇▇▇▇▇▇▇▇▇, but in such event the fees and expenses of Indemnitee (above those which would otherwise have been incurred) and the separate counsel will be paid by Indemnitee. Neither Indemnitor nor Indemnitee will settle or compromise any Liability without the prior written consent of the other; such consent will not unreasonably withheld or delayed. Entire Agreement / Amendments. This Agreement, including any attached schedules and exhibits, constitutes the entire understanding between the Parties with respect to the subject matter contained in this Agreement and supersedes all prior Agreements, understandings and arrangements whether oral or written between the Parties relating to the subject matter of this Agreement, except as expressly...
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Defense Mechanism. Promptly after receipt by a Party (“Indemnitee”) of notice of any Third Party Liability (but not any Liability not involving a Third Party) in respect of which indemnity may be sought against another Party (“Indemnitor”) (for purposes of this Section an "Assertion"), Indemnitee will notify Indemnitor in writing of the Assertion, but the failure to so notify Indemnitor will not relieve Indemnitor of any liability it may have to Indemnitee or any other person, except to the extent Indemnitor has suffered actual prejudice thereby. Indemnitor will be entitled to participate in and to the extent Indemnitor elects by written notice to Indemnitee within 30 calendar days after receipt by Indemnitor of notice of the Assertion, to assume the defense of the Assertion, at its own expense, with counsel chosen by it, such counsel to be reasonably satisfactory to Indemnitee. With respect to any such Assertion, Indemnitee will promptly provide Indemnitor with: (a) notice and copies of any documents served upon Indemnitee; and
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Related to Defense Mechanism

  • Defense of Litigation To appear in and defend any action or proceeding that may affect its title to or Secured Party’s interest in the Collateral.

  • Third Party Dispute Resolution The Consulting Firm shall (i) consider only the items that are then disputed by the parties, (ii) shall be bound by the terms of the Agreement and (iii) shall only make a determination of such disputed matters in favor of the proposal made by the Purchasers or the Sellers (as may be presented by each party to the Consulting Firm in writing, which shall be shared with the other party) and shall not make an independent proposal. The Consulting Firm shall prepare a written determination of any disputed matters and deliver the determination to the Purchasers and the Sellers within fifteen (15) Business Days after the date the Consulting Firm is engaged. Each party shall cooperate fully with the Consulting Firm, including by using reasonable best efforts to provide the information, data and work papers to the extent permitted by applicable Law, so as to enable the Consulting Firm to make a determination of the disputed items as quickly as practicable. The Corrective Action Plan shall be finalized in accordance with the Consulting Firm’s determination of the disputed matters.

  • Defense of Third Party Claims If an Indemnified Party’s claim for indemnification under Section 8.2, Section 8.3 or Section 8.4 is based on a claim brought by a Third Party (including without limitation a customer of the Indemnified Party with respect to a claim brought against such customer by a Third Party Rights Holder) (a “Third Party Claim”), the Indemnifying Party shall have the right, at its sole cost and expense, to defend such Third Party Claim in the name or on behalf of the Indemnified Party. The Indemnified Party will give the Indemnifying Party prompt written notice of any such Third Party Claim (a “Claims Notice”) and reasonably cooperate with the Indemnifying Party in the defense and settlement of the Third Party Claim. The Indemnified Party’s failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation which Licensor would otherwise have pursuant to this Agreement except to the extent that the Indemnifying Party has been materially prejudiced by such failure to so notify. Notwithstanding the foregoing, an Indemnified Party shall have the right (following notice to the Indemnifying Party) to retain its own counsel (which counsel is reasonably acceptable to the Indemnifying Party) and control its defense of any such Third Party Claim, with the reasonable fees and expenses to be paid by the Indemnifying Party if the Indemnifying Party shall have failed promptly to employ counsel to defend such proceeding or otherwise failed to prosecute such defense with reasonable diligence. The Indemnified Party and Indemnifying Party will enter into a joint representation agreement with counsel reasonably acceptable to both parties, specifying that the Indemnifying Party shall at all times control the defense, unless the Indemnified Party agrees otherwise, in writing, that the Indemnifying Party shall have sole authority to settle or compromise the Third Party Claim, and the reasonable fees and expenses for such counsel to be paid by the Indemnifying Party; provided, however, in the event it is not legally possible for the same counsel to represent both the Indemnified Party and the Indemnifying Party because of conflicts of interest (e.g., the conflict of interest is non-waivable), then the Indemnifying Party shall pay the reasonable fees and expenses of both counsels to the extent such fees and expenses are directly related to defending the claims for which the Indemnifying Party is responsible. The Indemnified Party shall have the right to employ separate counsel at its own cost and expense in the proceeding and, in such event, shall and shall have the right to, consult with the Indemnifying Party regarding the defense thereof; provided that, except US 1104947v.12 as otherwise provided herein, the Indemnifying Party shall at all times control such defense of such proceeding. The Indemnifying Party may not settle or compromise the claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless the settlement or compromise includes a full release of all of the Indemnified Parties. The Indemnifying Party shall pay to or for the benefit of the Indemnified Parties in cash the amount for which such Indemnified Parties are entitled to be indemnified within thirty (30) days after the settlement or compromise of such Third Party Claim or the final non-appealable judgment of a court of competent jurisdiction. An Indemnifying Party shall not be liable for any settlement or compromise of any Third Party Claim without its consent. Section 1.5 The following new Section 8.8 shall hereby be added to the Sublicense Agreement:

  • Defense of Infringement Claims In the event Licensee or Licensor becomes aware that Licensee’s or any of its Affiliates’ or any Sublicensees’ practice of the Licensed Patents is the subject of a claim for patent infringement by a Third Party, that Party shall promptly notify the other, and the Parties shall consider the claim and the most appropriate action to take. Licensee shall cause each of its Affiliates and each Sublicensee to notify Licensee promptly in the event such entity becomes aware that its practice of the Licensed Patents is the subject of a claim of patent infringement by another. To the extent Licensor takes any action, Licensor (or the ReGenX Licensors) shall have the right to require Licensee’s reasonable cooperation in any such suit, upon written notice to Licensee; and Licensee shall have the obligation to participate upon Licensor’s request, in which event, Licensor shall bear the cost of Licensee’s participation. Without Licensor’s prior written permission, Licensee must not settle or compromise any such suit in a manner that imposes any material obligations or restrictions on Licensor or the ReGenX Licensors or grants any rights to the Licensed Patents other than rights that Licensee has the right to grant under this Agreement.

  • Dismissal of Litigation Within five (5) days of the Effective Date, Summit, VISX and Pillar Point shall cause all of the Summit/VISX Litigation (as hereinafter defined) to be dismissed with prejudice, with each party to bear its own costs and attorneys' fees. As used herein, "Summit/VISX Litigation" means VISX Partner, Inc. v. Summit Partner, Inc., Sant▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Court, Case No. CV 772057; VISX, Incorporated v. Pillar Point Partners, et al., Sant▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Court, Case No. 770042; and VISX Partner, Inc., on behalf Pillar Point Partners, United States District Court, District Of Massachusetts, Case No. 96-11739-PBS. The term "Summit/VISX Litigation" includes all counterclaims, cross-claims and the like asserted in the foregoing actions.