DIRECTION OF DEFENCE OF CLAIMS Sample Clauses

The 'Direction of Defence of Claims' clause establishes which party has the authority to control the defense of legal claims brought against one or both parties under the contract. Typically, this clause specifies whether the indemnifying party or the indemnified party will manage the defense, including the selection of legal counsel and strategy decisions. For example, if a third party sues for alleged infringement or breach, the clause clarifies who leads the response and how costs are handled. Its core function is to prevent disputes over control of litigation, ensuring an efficient and coordinated defense while protecting the interests of both parties.
DIRECTION OF DEFENCE OF CLAIMS. (a) If any action, proceeding, claim or demand brought against the SF Manager in connection with (i) any untrue statement of a material fact contained or alleged to be contained in the Issuer Information referred to in clause 8.5(g) or (ii) the omission or alleged omission to state in the Issuer Information a material fact required to be stated in the Issuer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (for the purpose of this clause 8.7, a Claim), the Issuer will have the option to assume the direction of that Claim (including the employment of legal advisers selected by the Issuer but approved by the SF Manager subject to the payment by the Issuer of all fees and expenses). (b) If the Issuer notifies the SF Manager in writing of its election to direct the defence of a Claim brought against the Issuer and the SF Manager approves the legal advisers selected by the Issuer for the purposes of the defence of that Claim, the Issuer will not be liable to the SF Manager under this clause 8.7 for any fees or expenses subsequently incurred by the SF Manager in connection with the Claim against the Issuer unless the Issuer does not employ legal advisers approved by or on behalf of the SF Manager to represent the Issuer within a reasonable time after notice of the Claim. (c) If any Claim brought against the Issuer is settled with respect to the Issuer with the consent of the SF Manager or if there is a final judgement against the Issuer in relation to it, the Issuer agrees to indemnify and hold harmless the SF Manager from and against any loss or liability by reason of such settlement or judgement (other than any fees and expenses incurred in circumstances where the Issuer is not liable for them under clause 8.7(b), or any fees and expenses incurred in connection with any Claim brought against the Issuer that is settled with respect to the Issuer or compromised by the Issuer without the consent of the SF Manager (unless the SF Manager has unreasonably withheld its consent)).
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DIRECTION OF DEFENCE OF CLAIMS. (a) If any action, proceeding, claim or demand brought against the Manager in connection with (i) any untrue statement of a material fact contained or alleged to be contained in the Company Information referred to in clause 52.21(h) or (ii) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (for the purpose of this clause 52.23, a CLAIM), the Issuer and the Security Trustee (for the purpose of this clause 52.23, each a RELEVANT DEFENDANT) will have the option to assume the direction of that Claim (including the employment of legal advisers selected by the Relevant Defendant but approved by the Manager subject to the payment by the Relevant Defendant of all fees and expenses). (b) If the Relevant Defendant notifies the Manager in writing of its election to direct the defence of a Claim brought against the Relevant Defendant and the Manager approves the legal advisers selected by the Relevant Defendant for the purposes of the defence of that Claim, the Relevant Defendant will not be liable to the Manager under this clause 52.23 for any fees or expenses subsequently incurred by the Manager in connection with the Claim against the Relevant Defendant unless the Relevant Defendant does not employ legal advisers approved by or on behalf of the Manager to represent the Relevant Defendant within a reasonable time after notice of the Claim. (c) If any Claim brought against a Relevant Defendant is settled with respect to the Relevant Defendant with the consent of the Manager or if there is a final judgement against the Relevant Defendant in relation to it, the Relevant Defendant agrees to indemnify and hold harmless the Manager from and against any loss or liability by reason of such settlement or Note Trust Deed SMHL Global Fund [ ]-[ ] judgement (other than any fees and expenses incurred in circumstances where the Relevant Defendant is not liable for them under clause 52.23(b), or any fees and expenses incurred in connection with any Claim brought against a Relevant Defendant that is settled with respect to the Relevant Defendant or compromised by the Relevant Defendant without the consent of the Manager (unless the Manager has unreasonably withheld its consent)). -------------------------------------------------------------------------------- 53 CONSENT ...
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Related to DIRECTION OF DEFENCE OF CLAIMS

  • Defence of Claims 38.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 38, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 38.4.2 If the Indemnifying Party has exercised its rights under Clause 38.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action,

  • Absence of Claims Each Shareholder has no knowledge of any causes of action or other claims that could have been or in the future might be asserted by such Shareholder against the Company or any of its predecessors, successors, assigns, directors, employees, agents or representatives arising out of facts or circumstances occurring at any time on or prior to the date hereof and in any way relating to any duty or obligation of the Company or any Shareholder.

  • Indemnity and Waiver of Claims Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties (defined below), Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions (including violations of Law) of Tenant, the Tenant Related Parties (defined below) or any of Tenant’s transferees, contractors or licensees. Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties, Landlord shall indemnify, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents (“Tenant Related Parties”) harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties by any third party and arising out of or in connection with the acts or omissions (including violations of Law) of Landlord or the Landlord Related Parties. Tenant hereby waives all claims against and releases Landlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (defined in Section 23) and agents (the “Landlord Related Parties”) from all claims for any injury to or death of persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or failure of any security or protective services, personnel or equipment, or (e) any matter not within the reasonable control of Landlord.

  • Notification of Claims (a) Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a). (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a) with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim. (c) The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; provided that (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

  • Submission of Claims 39 If Provider submits claims for Services rendered under this Contract, the following 40 requirements shall apply: