Third Party Suits Clause Samples
The Third Party Suits clause defines how the parties will handle legal claims or lawsuits brought by external individuals or entities who are not part of the contract. Typically, this clause outlines responsibilities for defending against such claims, including who will bear the costs of legal defense and any resulting damages or settlements. For example, if a customer sues one party due to the actions of the other, the clause may require the responsible party to indemnify and defend the other. Its core function is to allocate risk and clarify obligations in the event of third-party legal actions, thereby protecting the parties from unexpected liabilities arising from external claims.
POPULAR SAMPLE Copied 1 times
Third Party Suits. (a) Fenix shall promptly give written Notice to the Shareholders of any Third Party Suit, which may be given by written Notice of an Indemnification Claim in respect of the Third Party Suit. Fenix’s failure or delay in giving this Notice shall not relieve the Shareholders from their indemnification obligation under this Article 10 in respect of the Third Party Suit, except to the extent that the Shareholders suffer or incur a loss or are prejudiced by reason of Fenix’s failure or delay.
(b) Fenix shall control the defense of any Third Party Suit. The Shareholders shall be entitled to copies of all pleadings and, at their expense, may participate in, but not control, the defense and employ their own counsel. The Shareholders shall in any event reasonably cooperate in the defense of the Third Party Suit.
(c) Fenix’s settlement of a Third Party Suit shall also be binding on the Shareholders, in the same manner as if a final judgment in the amount of the settlement had been entered by a court of competent jurisdiction, if, as part of the settlement, the Shareholders receive a binding release providing that any liability of the Shareholders in respect of the Third Party Suit is being satisfied as part of the settlement. Fenix shall give the Shareholders at least 30 days’ prior written Notice of any proposed settlement, and during this 30-day period the Shareholders may reject the proposed settlement and instead assume the defense of the Third Party Suit if:
(1) the Third Party Suit seeks only money damages and does not seek injunctive or other equitable relief against Fenix or the Company;
(2) the Shareholders unconditionally acknowledge in writing to Fenix that the Shareholders are obligated to indemnify Fenix in full in respect of the Third Party Suit (except for any matters that are not subject to indemnification under this Agreement);
(3) the counsel chosen by the Shareholders to defend the Third Party Suit is reasonably satisfactory to Fenix;
(4) the Shareholders furnish Fenix with security reasonably satisfactory to Fenix to assure that the Shareholders have the financial resources to defend the Third Party Suit and to satisfy their indemnification obligation in respect of the Third Party Suit;
(5) the Shareholders actively and diligently defend the Third Party Suit; and
(6) the Shareholders consult with Fenix regarding the Third Party Suit at Fenix’s reasonable request. If the Shareholders assume the defense of the Third Party Suit, Fenix shall be entitl...
Third Party Suits. In the event that a Third Party shall make any claim or bring any suit or other proceeding against [*****], or any of its Affiliates, [*****] or customers, for infringement or misappropriation of any intellectual property rights with respect to the research, development, making, using selling, offering for sale, import or export of any Tau-Active Antibody or Licensed Product, [*****] shall have the right to defend and control the defense of such claim, suit or other proceeding as well as to initiate and control any counterclaim or other similar action at its own cost and expense. [*****] shall fully cooperate with [*****] in defense of such claim, suit or other proceeding, including by being joined as a party. Unless otherwise mutually agreed by the Parties, and subject to the respective indemnity obligations of the Parties set forth in Article 11, the provisions of Sections 8.3 and 8.4 shall apply to any proceeding covered by this Section 8.5, except that the negotiation of any license from the Third Party shall be subject to Section 5.7.
Third Party Suits. In the case of any Claim relating to a claim by a third party (a "Third Party Suit"), the Indemnified Party shall control the defense of the Third Party Suit and the Indemnifying Party may, at its own expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnified Party; provided, however, that the Indemnifying Party may assume control of the defense of the Third Party Suit at any time during the course of the suit if the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnified Party is entitled to indemnification under this Agreement with respect to the Claim and for Losses arising out of the Third Party Suit. If the Indemnifying Party assumes control of the defense of a Third Party Suits, (i) the Indemnifying Party shall consult with the Indemnified Party with respect to the Third Party Suit upon the Indemnified Party's reasonable request for consultation and (ii) the Indemnified Party may, at its expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnifying Party. Regardless of whether the Indemnifying Party assumes the defense of the Third Party Suit, all parties shall cooperate in its defense.
Third Party Suits. In the event that a Third Party shall make any claim or bring any suit or other proceeding against Quark, or any of its Affiliates, Sublicensees or customers, for infringement or misappropriation of any intellectual property rights with respect to the research, development, making, using selling, offering for sale, import or export of any Licensed Product, Quark or its Sublicensee shall have the right to defend and control the defense of such claim, suit or other proceeding as well as to initiate and control any counterclaim or other similar action at its own cost and expense. Licensor shall fully cooperate with Quark or its Sublicensee, as applicable, in defense of such claim, suit or other proceeding, including by being joined as a party. Unless otherwise mutually agreed by the Parties, and subject to the respective indemnity obligations of the Parties set forth in Article 10, the provisions of Sections 7.2 and 7.3 shall apply to any proceeding covered by this Section 7.4, except that the negotiation of any license from the Third Party shall be subject to Section 4.4.
Third Party Suits. The Parties agree that in the event that any third party makes a claim or institutes an action or suit (a "Claim") against any of the Stockholders resulting from this Agreement, 7th shall assume the defense of any such Claim at its expense and through counsel of its choosing within twenty (20) days following its receipt of written notice of the
Third Party Suits. If any notice of infringement is received by, or a suit is initiated against, either Party or its Affiliates, sub-licensees or distributors with respect to the Licensed Product in the Territory, the Parties shall consult in good faith regarding the best response and shall share equally any costs or damages incurred in respect thereof (except in the event a final non-appealable judgment is entered against a Party in which event all costs and damages shall be the responsibility of the Party that purportedly owned the infringing intellectual property or whose conduct was responsible for the infringement), provided that if Kedrion is required to pay any third party whether by settlement or by judgment in order to obtain a license under patents owned by such third party to avoid infringement of such third party’s patent-protected technology with respect to the Licensed Product, such payments shall be shared by Kedrion offsetting against the royalties otherwise due and payable by Kedrion to Nabi under this Agreement (i) in the case of any payments in respect of the patent rights listed in Schedule 2.1(d)(i)(A), one hundred percent (100%) of such payments, and (ii) in any other case fifty percent (50%) of such payments. Notwithstanding the foregoing, in the event the infringement claim is settled by Nabi without the consent of Kedrion, the reimbursement obligations of Kedrion provided for in this Section 7.7 shall not be applicable.
Third Party Suits. If any action, suit or proceeding shall be commenced against, or any claim or demand be asserted against, Purchaser and/or the Seller in respect of which Purchaser and or the Seller proposes to demand indemnification under this Section 12, the Seller (the "Indemnitor") shall be notified to that effect with reasonable promptness and shall have the right to assume the entire control of, subject to the right of Purchaser and/or the Seller to participate (at its expense and with counsel of its choice) in, the defense, compromise or settlement thereof, including at its own expense employment of counsel satisfactory to Purchaser and/or the Seller; and in connection therewith Purchaser and/or the Seller shall cooperate fully to make available to the Indemnitor all pertinent information under its control. If Purchaser and/or the Seller shall, at its sole option, deem it necessary or desirable in the conduct of its business to compromise or settle any claim, demand, action, suit or other proceeding without first notifying the Indemnitor as provided hereunder or obtaining its consent, Purchaser and/or the Seller may so proceed without notification to or consent of the Indemnitor; provided, however, that in such event there shall not be any liability of the Indemnitor hereunder for any loss, liability, cost or expense relating to or arising from the claim, demand, action, suit or other proceeding so settled or compromised.
Third Party Suits. In the case of any Third Party Suit (including, without limitation, for the purposes of this Section 9.5 those third party suits described in Schedule 3.14), the Indemnifying Party shall control the defense of the Third Party Suit, and shall be fully responsible for the costs of counsel related thereto The Indemnifying Party shall consult with the Indemnified Party with respect to the Third Party Suit upon the Indemnified Party's reasonable request for consultation, and the Indemnified Party may, at its expense, participate in (but not - 42 - 44 control) the defense and employ counsel separate from the counsel employed by the Indemnifying Party. All parties shall cooperate in the defense of the Third Party Suit.
Third Party Suits. If any action or proceeding is brought against Landlord by reason of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant, its agents, or employees, then Tenant, upon notice from Landlord, shall defend the same at Tenant's expense. If any action or proceeding is brought against Tenant by reason of any obligation on Landlord's part to be performed under the terms of this Lease, or arising from any act or negligence of Landlord, its agents, or employees, then Landlord, upon notice from Tenant, shall defend the same at Landlord's expense.
Third Party Suits. 11 Section 6.07. Settlement or Compromise.........................11 Section 6.08. Failure to Act by Indemnified Party..............12 Section 6.09.