Shared Claims Sample Clauses

Shared Claims. In the event that Insured Claims of more than one Party exist relating to the same occurrence, Air Products shall have sole control over the defense of such Action. Nothing in this Section 9.4 shall be construed to limit or otherwise alter in any way the obligations or rights of the Parties, including those created under Article VI or this Article IX of this Agreement or otherwise, by operation of law or otherwise.
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Shared Claims. Notwithstanding the foregoing, any Claims brought against either Party that directly or indirectly arise out of, are based on, or result from, the performance of any (i) Shared Study (other than an Allos Study) in accordance with the Development Plan (including the Initial Development Plan), or (ii) an Allos-Facilitated ISS or Mundipharma-Facilitated ISS, and that (in the case of both (i) and (ii)) are not otherwise subject to indemnity under Sections 10.1 or 10.2 (“Shared Claims”) shall be shared by the Parties; provided, that for the purposes of this Section 10.3 only, “Shared Study” means (i) up to and including the Effective Date, any of the Existing Studies (other than an Allos Study) or Additional Studies, and (ii) after the Effective Date, Additional Studies. For clarity, any Claims brought against either Party that directly or indirectly arise out of, are based on, or result from the performance of any Existing Study after the Effective Date shall be subject to Allos’ indemnity under Section 10.1 and any Claim that is brought after the Effective Date but arises out of, is based on, or results from the conduct of any Existing Study prior to the Effective Date shall be a Shared Claim. Any and all damages, losses, liabilities, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries paid to a Third Party or incurred by the Parties in connection with Shared Claims (“Shared Costs”) shall be equally shared and paid for by the Parties, and each Party shall reimburse the other as required to give effect to this Section 10.3. The Parties shall confer through the JPC how to respond to Shared Claims and how to handle Shared Claims in an efficient manner (including which Party will have the right to assume the defense of Shared Claims). In the absence of such an agreement, each Party shall have the right to take such action with respect to Shared Claims as it deems appropriate. Notwithstanding the foregoing, the obligations set forth in this Section 10.3 shall not apply to the extent a Shared Claim arises out of or results from the gross negligence or willful misconduct of a Party or such Party’s Affiliates, or any related breach by such Party of its representations, warranties and/or covenants hereunder.
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Shared Claims. 9 6.1 Acknowledgment.............................................. 9 6.2 Notification................................................ 9 6.3 Cooperation................................................. 9 6.4 Liability................................................... 9 VII. MISCELLANEOUS.................................................... 10 7.1
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Shared Claims. 7.1 ACKNOWLEDGMENT. Each party acknowledges that, from and after the Distribution Date, there may be claims and proceedings against such party and its Subsidiaries (other than workers' compensation claims which pertain to any persons who remain employed by LJSC on the day after the Distribution Date ("Excluded Claims") which shall remain the sole responsibility of LJSC) that relate (in whole or in part) to activities alleged to have transpired prior to the Distribution Date and with respect to which it would be fair and appropriate to apportion liability therefor between the parties ("Shared Claims").
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Shared Claims. Portola, on the one hand, and BMS and Pfizer, on the other hand, shall [*] any Claim that (a) does not result from the negligence or willful misconduct of any Portola Indemnitee or BMS/Pfizer Indemnitee or breach of this Agreement by Portola or BMS or Pfizer; and (b) cannot be traced solely to either Apixaban or PRT064445.
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Shared Claims. An amount of any recoveries received by the Sellers after the Closing and allocable to the Southern Business based upon the Agreed Sharing Proportion from any claims, causes of action, rights of recovery and rights of set off relating to both the Southern Business and the Northern Business, except as otherwise set forth in the Framework Agreement;
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Shared Claims. Any Losses arising out of any Third Party claim involving any actual or alleged death or bodily injury arising out of or resulting from the Development, Manufacture or Commercialization of any Profit-Share Product in the Field in the Territory, to the extent that such Losses exceed the amount (if any) covered by the applicable Party’s product liability insurance (“Excess Product Liability Costs”), shall be shared equally by the Parties as a Product Liability Cost for purposes of calculating Profit-or-Loss, except to the extent such Losses arise out of any Third Party claim based on (a) a Party’s breach of any of its representations, obligations or warranties under to this Agreement, or (b) the negligence or intentional act of a Party, its Affiliates, or their respective permitted sublicensees, or any of the respective officers, directors, employees and agents of each of the foregoing entities, in the performance of obligations or exercise of rights under this Agreement.
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Shared Claims. Any Losses arising out of any Action brought by a Third Party involving any actual or alleged death or bodily injury arising out of or resulting from the development, manufacture or commercialization of any Product, to the extent that such Losses exceed the amount (if any) covered by the applicable Party’s product liability insurance, shall be shared equally by the Parties, except to the extent such Losses arise out of any Action brought by a Third Party based on (a) a Party’s breach of any of its representations, obligations or warranties under to this Agreement, or (b) the gross negligence or intentional act of a Party, its Affiliates, or their respective Permitted Subcontractors or Permitted Sublicensees, or any of the respective officers, directors, employees and agents of each of the foregoing entities, in the performance of obligations or exercise of rights under this Agreement.
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Shared Claims. From and after the Closing Date, the Seller shall be responsible for managing and pursuing Shared Claims in Seller's sole discretion. The Seller shall be responsible for all legal expenses, fees, project management costs or consulting costs incurred by it arising from such Shared Claims. The Buyer shall not incur, nor permit the Company to incur, any expenses relating to such Shared Claims without the prior written consent of the Seller. If, after the Closing Date, the Buyer or the Company desires to initiate a project construction claim, action, suit, proceeding, charge or complaint against a general contractor, construction manager, owner or other Third Party with respect to a Seller Project, then prior to taking any action with respect thereto, Buyer shall discuss the merits of such claim, action, suit, proceeding, charge or complaint with Parent. Parent shall determine in its sole discretion whether to pursue such claim, action, suit, proceeding, charge or complaint and shall consider in good faith Buyer's recommendations, including Buyer's evaluation of the merits and selection of counsel. If any such claim, action, suit, proceeding, charge or complaint is initiated by Seller or the Parent, then such claim, action, suit, proceeding, charge or complaint shall be deemed a Shared Claim for all purposes hereunder. The Buyer hereby agrees to cooperate with the Seller and the Seller Entities and their counsel, make available their personnel (including the personnel of ABW) and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the pursuit of any Shared Claim. The Seller may pursue, settle or abandon any Shared Claim in its sole discretion. Any proceeds or settlement of a Shared Claim shall be allocated as follows: (a) until such time as the Shared Claims Recovery Amount plus the Project Savings equals $4,000,000 and Parent/Seller has received any and all amounts of the Shared Claims Recovery Amount and the Project Savings to which it is entitled under this Agreement, one hundred percent (100%) to the Parent/Seller, and (b) at all times thereafter, in accordance with Section 5(l) below. The Parties hereby acknowledge that Seller shall be entitled to first recover all expenses incurred by the Company and the Seller Entities in connection with all Shared Claims. If, after the Closing Date, the Buyer proposes to pursue or initiate a claim with respect to a Seller Project against a Third Party, and th...
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Related to Shared Claims

  • Covered Claims Claim" means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards program, any prior agreement or account. "Claim" includes disputes arising from actions or omissions prior to the date any Card was issued to you, including the advertising related to, application for or approval of the Account. "Claim" has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). "Claim" does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7 (the "Class Action Waiver"), the last sentence of Paragraph

  • Insured Claims To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid.

  • Released Claims In consideration of these additional benefits, you, on behalf of your heirs, spouse and assigns, hereby completely release and forever discharge Ikanos, its past and present affiliates, agents, officers, directors, shareholders, employees, attorneys, insurers, successors and assigns (collectively referred to as the “Company”) from any and all claims, of any and every kind, nature and character, known or unknown, foreseen or unforeseen, based on any act or omission occurring prior to the date of you signing this Release Agreement, including but not limited to any claims arising out of your offer of employment, your employment or termination of your employment with the Company or your right to purchase, or actual purchase of shares of stock of the Company (including, but not limited to, all rights related to or associated with stock options and restricted stock units), including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. The matters released include, but are not limited to, any claims under federal, state or local laws, including claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by, including but not limited to, the Older Workers’ Benefit Protection Act (“OWBPA”) and any common law tort contract or statutory claims, and any claims for attorneys’ fees and costs. You understand and agree that this Release Agreement extinguishes all claims, whether known or unknown, foreseen or unforeseen, except for those claims expressly described below. You expressly waive any rights or benefits under Section 1542 of the California Civil Code, or any equivalent statute. California Civil Code Section 1542 provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” You fully understand that, if any fact with respect to any matter covered by this Release Agreement is found hereafter to be other than or different from the facts now believed by you to be true, you expressly accept and assume that this Release Agreement shall be and remain effective, notwithstanding such difference in the facts.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

  • Excluded Claims Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; and (iii) any claims for breach of this Agreement. In addition, nothing in this Agreement prevents you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that you acknowledge and agree that you are hereby waiving your right to any monetary benefits in connection with any such claim, charge or proceeding. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.

  • Non-Released Claims Notwithstanding the foregoing or anything in the definition of Released Claims, this Agreement does not waive, release or limit any criminal liability, Claims for liability under tax law, Claims under securities law by a State Releasor as investor, Claims against parties who are not Released Entities, Claims by private individuals, and any claims arising under this Agreement for enforcement of this Agreement.

  • No Transferred Claims Executive represents and warrants to the Company that he has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof.

  • Claims and Litigation No pending or, to the Company's knowledge, threatened, claims, suits or other proceedings exist with respect to any Employee Benefit Plan other than normal benefit claims filed by participants or beneficiaries.

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