Tender of Defense. Any Fund Covered Person may tender defense of any Proceeding or make demand for indemnification under this Article X by providing written notice in accordance with this Agreement to the Manager.
Tender of Defense. In the event that a claim is made against Saturday Market which is covered by the provisions above, Saturday Market agrees to give written notice to Member, and tender the defense of the claim to Member.
Tender of Defense. (14.1) Each Party’s obligation to indemnify the other hereunder with respect to any claim of a Mortgagor, Investor or other third party shall be conditioned upon the following: (i) the Party seeking indemnity (the “Indemnitee”) shall give to the Party from whom indemnity is sought (the “Indemnitor”) prompt written notice of any such claim and shall provide such detail as the Indemnitor may reasonably require; (ii) the Indemnitee shall reasonably cooperate in the defense of such action; (iii) the Indemnitor shall have full control and authority to retain counsel of its choice, defend and settle any such action or claim at its sole expense provided, however, that where the settlement is for more than monetary relief alone, the Indemnitor shall not have the right to bind Indemnitee to a settlement agreement, without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, under which a) the Indemnitee will be required to make an admission of wrongdoing; or b) an admission of wrongdoing by Indemnitor on Indemnitee’s behalf could be reasonably inferred or construed.
Tender of Defense. An Indemnified Party seeking indemnification hereunder shall tender to the Indemnifying Party the right to control the defense of the relevant claim or action, including any decisions regarding the settlement or disposition thereof; provided that:
Tender of Defense. The indemnifying party shall have no liability or responsibility of any kind to the indemnified party under this Section unless the Party seeking indemnity shall have notified the other Party within a reasonable time of such claims, and the indemnifying Party shall have been given an adequate opportunity to defend, including complete control of the defense and any settlement. Should the Party seeking indemnity desire to have its own counsel participate in any such action, the cost of such counsel shall be exclusively Party seeking indemnity.
Tender of Defense. Before asserting any claim or pursuing any ----------------- remedy provided in this Paragraph 8, the indemnified party shall give the indemnifying party fifteen (15) days prior written notice of any event for which indemnity may be required or requested and an opportunity, by tender of defense where applicable, to cure or defend the action or alleged breach, misrepresentation, or other claim; provided such defense shall be with counsel reasonably acceptable to the indemnified party. Additionally, without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, the indemnified party shall not settle or compromise any claim for which the indemnified party seeks indemnity hereunder so long as the indemnifying party is performing its indemnity responsibilities hereunder.
Tender of Defense. In the event any such claims shall arise, the Franchising Authority shall tender the defense thereof to Franchisee; provided, however, that the Franchising Authority, in its sole discretion, may participate in the defense of such claims at the expense of Franchising Authority.
Tender of Defense. If any action or proceeding the subject of this Article 15 is brought against Landlord or its directors, officers, agents, employees, contractors or licensees, Tenant shall, upon Notice from Landlord and at Tenant’s expense, defend such action or proceeding through counsel reasonably acceptable to Landlord.
Tender of Defense. If the Dealer is named as a defendant or party in any action involving the Marks or the Business System solely because the plaintiff or claimant is alleging that the Dealer does not have the right to use the Marks or the Business System, then the Dealer will have the right to tender the defense of the action to Bikers Dream within ten (10) days after receiving service of the Summons and Complaint in the action, and Bikers Dream will, at its expense, defend the Dealer in the action.
Tender of Defense. In the event that any action or proceeding is brought against an Indemnitee arising out of Borrower's Obligations, the administration or enforcement of the Restated Loan Documents or the exercise of any right under the Restated Loan Documents, Borrower shall, upon notice from the Indemnitee, resist and defend such action or proceeding on behalf of the Indemnitee; provided that failure of such party to give such notice shall not relieve Borrower from any of its obligations under this Section unless such failure prejudices defense of such action or proceeding by Borrower. At its own expense, an Indemnitee may employ separate counsel and participate in the defense.
