Principles of Defence Sample Clauses

Principles of Defence. The defending Party shall conduct the defence in good faith so as to minimise the potential liability of the other Party in relation to the third-party claim. It shall be assisted by advisors of recognised standing and shall take such measures as may reasonably be considered appropriate to provide an appropriate defence against third- party claims. If the Buyer is the Defending Party: (A) it may not make admissions of liability, or enter into any covenants or agreements, in connection with any third-party claims without the prior written consent of the Sellers; and (B) it shall promote the exercise of all available remedies, appeals and challenges. If the Sellers are the Defending Party: they may not admit liability or agree or enter into a settlement of any third-party claim without the prior consent of the Buyer (or waive their right to appeal).
Sample 1
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Related to Principles of Defence

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  • PRINCIPLES OF GOOD EMPLOYMENT PRACTICE The Supplier shall, and shall procure that each Sub-Contractor shall, comply with any requirement notified to it by the Customer relating to pensions in respect of any Transferring Former Supplier Employee as set down in: the Cabinet Office Statement of Practice on Staff Transfers in the Public Sector of January 2000, revised 2007; HM Treasury's guidance “Staff Transfers from Central Government: A Fair Deal for Staff Pensions of 1999; HM Treasury's guidance: “Fair deal for staff pensions: procurement of Bulk Transfer Agreements and Related Issues” of June 2004; and/or the New Fair Deal. Any changes embodied in any statement of practice, paper or other guidance that replaces any of the documentation referred to in Paragraph 5.1 shall be agreed in accordance with the Variation Procedure.

  • Forum and Choice of Law The parties deem the Contract to have been made in the City of Hartford, State of Connecticut. Both parties agree that it is fair and reasonable for the validity and construction of the Contract to be, and it shall be, governed by the laws and court decisions of the State of Connecticut, without giving effect to its principles of conflicts of laws. To the extent that any immunities provided by Federal law or the laws of the State of Connecticut do not bar an action against the State, and to the extent that these courts are courts of competent jurisdiction, for the purpose of venue, the complaint shall be made returnable to the Judicial District of Hartford only or shall be brought in the United States District Court for the District of Connecticut only, and shall not be transferred to any other court, provided, however, that nothing here constitutes a waiver or compromise of the sovereign immunity of the State of Connecticut. The Contractor waives any objection which it may now have or will have to the laying of venue of any Claims in any forum and further irrevocably submits to such jurisdiction in any suit, action or proceeding.

  • Principles of Interpretation The following principles of interpretation apply to this Settlement Agreement:

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  • Choice of forum and jurisdiction (a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

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