Defensive Actions Sample Clauses

Defensive Actions. Bayer will indemnify, defend, and hold harmless ArQule, its Affiliates, and their respective officers, directors, employees, and agents from any and all loss, damage, cost, and expense (including reasonable attorneys fees) and amounts paid in settlement arising from any actual or alleged infringement claim brought by a third party, in law or in equity, based on activities undertaken pursuant to this Agreement (except for claims based solely on the practice of an ArQule Patent Right or the use of an ArQule Technology) or based on the manufacture or sale of a final product based on a Custom Array Compound. In the event that ArQule intends to claim indemnification under this Subsection. ArQule shall promptly notify Bayer of the infringement action and Bayer shall assume the defense of the action under its sole control, including the right to effect a settlement. A failure to deliver notice to Bayer within a reasonable time shall relieve Bayer of its indemnity obligation under this Subsection to the extent such failure prejudices the ability of Bayer to defend such action. ArQule shall cooperate fully with Bayer and its legal representatives in the investigation and defense of the action. In the event of a settlement, Bayer shall obtain the prior consent of ArQule (which will not be unreasonably withheld) before agreeing to any settlement that imposes restrictions which are inconsistent with the rights and obligations of the parties under this Agreement.
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Defensive Actions. Notwithstanding anything to the contrary in this Agreement, the immunity described in Section 4.3.3 and the application of Section 4.3.4 are expressly conditioned upon the applicable Covered Entity not Suing the Licensor Party for Patent infringement, and upon any such Suit such immunity shall retroactively be null and void and of no effect with respect to such Covered Entity, and the Licensor Party shall be entitled to seek any remedies available against such Covered Entity under applicable Law, including with respect to past activities, but only if the Licensor Party has notified the Other Party of the existence of such Suit and the Covered Entity has not taken all actions required on its part to withdraw such Suit completely within two (2) months after such notification. No Suit by the Licensor Party against such Covered Entity prior to any such withdrawal shall constitute a breach of this Section by the Licensor Party as long as the Licensor Party takes all actions required on its part to withdraw such Suit completely within two (2) months after the Covered Entity has taken all actions required on its part to withdraw its Suit completely.
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Defensive Actions. The provisions of Sections 4.2.1 through 4.2.3 will be suspended, and during such suspension shall cease to bind the Asserting Party with respect to (but only with respect to) any Glass Supplier or any of its Subsidiaries if such Glass Supplier or any of its Subsidiaries seeks an injunction, restraint or other form of prohibitive order from any Government Authority against the Asserting Party on the basis that the Asserting Party or any of its products or services allegedly infringes, directly or indirectly, the Patents of such Glass Supplier (“GLASS PROCEEDINGS”) prior to any Suit by the Asserting Party against such Glass Supplier. Such suspension shall last as long as such Glass Proceedings are not Finally Resolved. Upon Final Resolution of such Glass Proceedings, the provisions of Sections 4.2.1 through 4.2.3 shall (i) be again effective from and after such Final Resolution, if such Glass Proceedings are Finally Resolved by either an amicable settlement between the Asserting Party and the Glass Supplier or a withdrawal of all such Glass Proceedings by the Glass Supplier, and (ii) terminate and permanently cease to bind the Asserting Party with respect to such Glass Supplier in all other cases. Upon termination or during any suspension of the provisions of Sections 4.2.1 through 4.2.3 the Asserting Party shall be entitled to seek any remedies available, including with respect to past activities.
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Defensive Actions. If a claim, suit or proceeding (any for purposes of this Section 6.4, an "Action") is brought against CI or MPI (the "Subject Party") and such Action is directed to the subject of a patent or patent application within the MPI Patents, the Subject Party shall promptly notify the other party. As between the parties to this Agreement, the Subject Party shall be entitled to control the defense in any such action(s); provided that the other party shall have the right to participate in the defense or settlement thereof at its own expense with counsel of its own choosing. Except as agreed in writing by the other party, the Subject Party shall not enter into any settlement of an Action, if such settlement admits the unpatentability, invalidity or unenforceability of any MPI Patent. The Subject Party agrees to keep the other party hereto reasonably informed of all material developments in connection with any Action.
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Defensive Actions. Solvay will indemnify, defend, and hold harmless ArQule, its Affiliates, and their respective officers, directors, employees, and agents from any and all loss, damage, cost, and expense (including reasonable attorneys fees) and amounts paid in settlement arising from any actual or alleged infringement claim brought by a third party, in law or in equity, based on activities undertaken by Solvay or by ArQule at the direction of Solvay (except for claims based solely on the practice of an ArQule Patent Right or the use of ArQule Technology) or based on the manufacture or sale of a Royalty-Bearing Product. In the event that ArQule intends to claim indemnification under this Subsection, ArQule shall promptly notify Solvay of the infringement action and Solvay shall assume the defense of the action under its sole control, including the right to effect a settlement. A failure by ArQule to deliver notice to Solvay within a reasonable time shall relieve Solvay of its indemnity obligation under this Section to the extent such failure prejudices the ability of Solvay to defend such action. ArQule shall cooperate fully with Solvay and its legal representatives in the investigation and defense of the action. In the event of a settlement, Solvay shall obtain the consent of ArQule before agreeing to any settlement that imposes restrictions which are inconsistent with the rights and obligations of the parties under this Agreement.
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Defensive Actions. SB will indemnify, defend, and hold harmless ArQule, its Affiliates, and their respective officers, directors, employees, and agents from any and all loss, damage, cost, and expense (including reasonable attorneys fees) and amounts paid in settlement arising from any actual or alleged infringement claim brought by a third party, in law or in equity, based on activities undertaken by SB or by ArQule at the direction of SB pursuant to this Agreement (except for claims based solely on the practice of an ArQule Patent Right or the use of ArQule Technology) or based on the manufacture or sale of a Royalty-Bearing Product. In the event that ArQule intends to claim indemnification under this Subsection, ArQule shall promptly notify SB of the infringement action and SB shall assume the defense of the action under its sole control, including the right to effect a settlement. A failure by ArQule to deliver notice to SB within a reasonable time shall relieve SB of its indemnity obligation under this Subsection to the extent such failure prejudices the ability of SB to defend such action. ArQule shall cooperate fully with SB and its legal representatives in the investigation and defense of the action. In the event of a settlement, SB shall obtain the consent of ArQule before agreeing to any settlement that imposes restrictions which are inconsistent with the rights and obligations of the parties under this Agreement.
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Defensive Actions. Borrower will defend, at their expense, any action, proceeding or claim which affects the Property encumbered hereby or any interest of Lender in the Property and will indemnify and hold Lender harmless from all loss, damage, cost, or expense, including attorneys fees, which Lender may incur in connection therewith.
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Defensive Actions. PRI will indemnify, defend, and hold harmless ArQule, its Affiliates, and their respective officers, directors, employees, and agents from any and all loss, damage, cost, and expense (including reasonable attorneys fees) and amounts paid in settlement arising from any actual or alleged infringement claim brought by a third party, in law or in equity, based on activities undertaken pursuant to this Agreement (except for claims based solely on the practice of an ArQule Patent Right or the use of an ArQule Technology) or based on the manufacture or sale of a Royalty-Bearing Product. In the event that ArQule intends to claim indemnification under this Subsection, ArQule shall promptly notify PRI of the infringement action and PRI shall assume the defense of the action under its sole control, including the right to effect a settlement. A failure to deliver notice to PRI within a reasonable time shall relieve PRI of its indemnity obligation under this Subsection to the extent such failure prejudices the ability of PRI to defend such action. ArQule shall cooperate fully with PRI and its legal representatives in the investigation and defense of the action. In the event of a settlement, PRI shall obtain the prior consent of ArQule before agreeing to any settlement that imposes restrictions which are inconsistent with the rights and obligations of the parties under this Agreement.
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Defensive Actions 
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Related to Defensive Actions

  • Successive Actions A separate right of action hereunder shall arise each time Lender acquires knowledge of any matter indemnified or guaranteed by Indemnitor under this Agreement. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time. No action hereunder shall preclude any subsequent action, and Indemnitor hereby waives and covenants not to assert any defense in the nature of splitting of causes of action or merger of judgments.

  • Corrective Actions The Government will use its best efforts to ensure that each Covered Provider (i) takes, where necessary, appropriate and timely corrective actions in response to audits, (ii) considers whether the results of the Covered Provider’s audit necessitates adjustment of the Government’s records, and (iii) permits independent auditors to have access to its records and financial statements as necessary.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Derivative Actions In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust only if the following conditions are met: (a) The Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed. For purposes of this Section 8.9(a), a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Delaware Act); (b) Unless a demand is not required under paragraph (a) of this Section 8.9, Shareholders eligible to bring such derivative action under the Delaware Act who collectively hold Shares representing ten percent (10%) or more of the total combined net asset value of all Shares issued and outstanding or of the Series or Classes to which such action relates if it does not relate to all Series and Classes, shall join in the request for the Trustees to commence such action; and (c) Unless a demand is not required under paragraph (a) of this Section 8.9, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim. The Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and shall require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action. (d) For purposes of this Section 8.9, the Board of Trustees may designate a committee of one Trustee to consider a Shareholder demand if necessary to create a committee with a majority of Trustees who are “independent trustees” (as that term is defined in the Delaware Act). The Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action.

  • Corrective Action Despite its right to terminate this Agreement pursuant to this Article, the LHIN may choose not to terminate this Agreement and may take whatever corrective action it considers necessary and appropriate, including suspending Funding for such period as the LHIN determines, to ensure the successful completion of the Services in accordance with the terms of this Agreement.