Conditions to Defense Sample Clauses

Conditions to Defense. Webroot’s obligations in this Section 18 are conditioned on You: (1) promptly notifying Webroot in writing of such claim after becoming aware of such claim; (2) giving Webroot sole control of the defense of the claim and any related settlement; and (3) cooperating and, at Webroot’s reasonable request and expense, assisting in the defense of such claim.
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Conditions to Defense. As a condition to the Defending Party’s obligations under Section 7.1 or Section
Sample 1
Conditions to Defense. As a condition to the Defending Party’s obligations under Section 11.1 or Section 11.2 above, the Defended Party must: (i) promptly notify the Defending Party in writing of the Claim; (ii) give the Defending Party all reasonably requested information and assistance in connection with the Claim in a timely manner; and (iii) give the Defending Party the sole right to control the defense and settle of the Claim. The Defending Party shall not enter into any settlement of a Claim against a Defended Party without the Defended Party’s prior written consent unless: (a) there is no admission of fault of the Defended Party; (b) there is no injunctive or other non-monetary relief against the Defended Party; and, (c) the settlement includes the claimant’s or plaintiff’s release of the Defended Party from all liability in respect of the Claim.
Sample 1
Conditions to Defense. As a condition to Contractor’s defense obligations under this Contract, the City will provide Contractor with prompt written notice of the claim, within thirty (30) Days of receiving the claim, permit Contractor to control the defense, settlement, adjustment or compromise of the claim and provide Contractor with reasonable assistance in connection with such defense; however, Contractor shall not consent to any judgment or settlement of the foregoing, that creates an obligation on any the City Indemnitee not covered by Contractor's insurance without first obtaining such indemnitee’s prior written consent. The City may employ counsel at its own expense to assist it with respect to any such claim. THIS SECTION STATES CITY’S SOLE AND EXCLUSIVE REMEDY AND CONTRACTOR’S ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.
Sample 1

Related to Conditions to Defense

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Loan Section 3.1 Conditions to Funding of the Loan on the Closing Date......................................... 33

  • CONDITIONS TO LOANS The obligations of Lenders to make Loans are subject to satisfaction of all of the applicable conditions set forth below.

  • Conditions to Obligations to Close The obligations of Purchaser to consummate the transactions contemplated herein shall be subject to the fulfillment of the following conditions (“Purchaser’s Conditions”), any of which may be waived by Purchaser in its sole and absolute discretion:

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is further subject to satisfaction or waiver of the following conditions:

  • CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Property unto and to the use and benefit of Lender and its successors and assigns, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Borrower shall well and truly pay to Lender the Debt at the time and in the manner provided in the Note, the Loan Agreement and this Security Instrument, shall well and truly perform the Other Obligations as set forth in this Security Instrument and shall well and truly abide by and comply with each and every covenant and condition set forth herein and in the Note, the Loan Agreement and the other Loan Documents, these presents and the estate hereby granted shall cease, terminate and be void; provided, however, that Borrower's obligation to indemnify and hold harmless Lender pursuant to the provisions hereof shall survive any such payment or release.

  • Conditions to Obligations of the Buyer The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

  • Conditions to Funding The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions:

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

Time is Money Join Law Insider Premium to draft better contracts faster.