Control of Defense; Exceptions, etc Sample Clauses

Control of Defense; Exceptions, etc. The Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose at its own expense (provided that the Indemnifying Party will bear the reasonable fees and expenses of such separate counsel incurred prior to the date upon which the Indemnifying Party effectively assumes control of such defense). The Indemnifying Party will not be entitled to assume control of the defense of such claim, and will pay the fees and expenses of legal counsel retained by the Indemnified Party, if:
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Control of Defense; Exceptions, etc. The indemnified party will be entitled to participate in the defense of such claim and to employ separate counsel of its choice for such purpose at its own expense; provided, however, that notwithstanding the foregoing, the indemnifying party shall bear the fees and expenses of such separate counsel incurred prior to the date upon which the indemnifying party effectively assumes control of such defense. If the indemnifying party fails to timely notify the indemnified party that the indemnifying party elects to defend the indemnified party pursuant to the preceding paragraph, or if the indemnifying party elects to defend the indemnified party but fails to reasonably prosecute or settle the claim as herein provided or if the indemnified party reasonably objects to such election on the grounds that counsel for such indemnifying party cannot represent both the indemnified party and the indemnifying party because such representation would be reasonably likely to result in a conflict of interest, then the indemnified party shall have the right to defend, at the sole cost and expense of the indemnifying party (to the extent indemnifiable pursuant to this Article 9), the claim by all appropriate proceedings, which proceedings shall be promptly and reasonably prosecuted by the indemnified party to a final conclusion or settled. In such a situation, the indemnified party shall have full control of such defense and proceedings and the indemnifying party may participate in, but not control, any defense or settlement controlled by the indemnified party pursuant to this Section 9.1(c)(iii), and the indemnifying party shall bear its own costs and expenses with respect to such participation. Whether or not the indemnifying party shall have assumed the defense of a third party claim, no indemnified party shall admit any liability with respect to, consent to the entry of any judgment, or settle, compromise or discharge, any third party claim without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that the indemnified party will not be required to obtain any consent of the indemnifying party to any such admission, consent, settlement, compromise or discharge of such claim (and will not prejudice its right to be indemnified with respect to such claim) if the indemnifying party is disputing its obligation or is asserting that it has no obligation to indemnify the indemnified party in resp...
Sample 1See All (4)
Control of Defense; Exceptions, etc. Subject to Section ------------------------------------- 11.3(e), notwithstanding the provisions of paragraph 11.4: (i) the Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose at its own expense (provided that the -------- Indemnifying Party will bear the reasonable fees and expenses of such separate counsel incurred prior to the date upon which the Indemnifying Party effectively assumes control of such defense), (ii) the Indemnifying Party will not be entitled to assume control of the defense of such claim, and will pay the reasonable fees and expenses of legal counsel retained by the Indemnified Party, if:
Sample 1Sample 2
Control of Defense; Exceptions, etc. Subject to Section 9.2(e), ------------------------------------- notwithstanding the provisions of Section
Sample 1Sample 2
Control of Defense; Exceptions, etc. The Indemnitee will be entitled to participate in the defense of such claim and to employ separate counsel of its choice for such purpose at its own expense; provided that notwithstanding the foregoing, the Indemnitor will bear the fees and expenses of such separate counsel incurred prior to the date upon which the Indemnitor effectively assumes control of such defense. The Indemnitor will not be entitled to assume control of the defense of such claim, and will pay the fees and expenses of legal counsel retained by the Indemnitee, if:
Sample 1
Control of Defense; Exceptions, etc. Notwithstanding anything to the contrary in this Section 9.5: (i) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ lawyers of its choice for such purpose at its own expense; and (ii) the Indemnified Party shall be entitled to assume control of the defense of such Third Party Claim, and the Indemnifying Party shall pay the reasonable fees and expenses of lawyers retained by the Indemnified Party (excluding the fees and expenses of the Indemnified Party's lawyers prior to the date of such assumption of the defense), if: (1) the Indemnified Party reasonably believes that there exists or could arise a conflict of interest that, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such Third Party Claim, and such conflict has not been timely waived, (2) the Indemnifying Party either failed to give a Notice of Defense or has failed or is failing to prosecute or defend vigorously such Third Party Claim, or (3) criminal penalties could be imposed on the Indemnified Party in connection with such Third Party Claim. The Party assuming control of the defense shall use reasonable commercial efforts to mitigate the Loss.
Sample 1
Control of Defense; Exceptions, etc. The Indemnified Person will be entitled to participate in the defense of any indemnification claim or Action pursuant to this Section 9.4 and to employ separate counsel of its choice for such purpose at its own expense. If (A) the Indemnifying Person fails to timely notify the Indemnified Person that the Indemnifying Person elects to defend the Indemnified Person pursuant to Section 9.4(b), (B) the Indemnifying Person elects to defend the indemnified party but fails to diligently defend the claim as herein provided by reasonably appropriate Proceedings, (C) the Indemnifying Person does not have the financial wherewithal to pay for such defense, (D) the potential Damages involved could reasonably be expected to exceed the Cap, (E) such claim or Action involves a regulatory matter, (F) such Action involves a Governmental Agency, or (G) such Action involves a claim for specific performance or injunctive or other equitable relief or involves criminal or quasi-criminal allegations, then the Indemnified Person shall have the right to defend, at the cost of the Indemnifying Person, the Action by all appropriate proceedings, which Proceedings shall be promptly and reasonably prosecuted by the Indemnified Person to a final conclusion, or settled with the prior written consent of the Indemnifying Party. If the Indemnifying Person assumes control of the defense of any such claim, then the Indemnified Person shall reasonably cooperate in the defense of such claim.
Sample 1
AutoNDA by SimpleDocs
Control of Defense; Exceptions, etc. Notwithstanding the provisions of Section 7.4(b): (i) the indemnified party will be entitled to participate in the defense of any claim and to employ counsel of its choice for such purpose at its own expense (provided that the indemnifying party will bear the reasonable fees and expenses of such separate counsel incurred prior to the date upon which the indemnifying party effectively assumes control of such defense), and (ii) the indemnifying party will not be entitled to assume control of the defense of any such claim, and will pay the reasonable fees and expenses of legal counsel retained by the indemnified party, if:
Sample 1
Control of Defense; Exceptions, etc. Notwithstanding anything to the contrary in this Section 11.5: (A) the Claimant will be entitled to participate in the defense of such claim or action and to employ lawyers of its choice for such purpose at its own expense; and (B) the Claimant will be entitled to assume control of the defense of such claim and the Shareholders Agent Committee will pay the reasonable fees and expenses of lawyers retained by the Claimant (excluding the fees and expenses of the Claimant’s lawyers before the date of such assumption of the defense), if: (1) the claim is subject to Section 11.2(b); (2) the claim or action involves any product manufactured or sold or other work performed before the Closing; (3) the Claimant reasonably believes that such claim or action could be reasonably expected to have a material adverse effect on the Claimant’s assets, business or reputation; (4) the Claimant reasonably believes that there exists or could arise a conflict of interest that, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the Claimant and the Shareholders Agent Committee in such claim or action, and such conflict has not been timely waived; (5) the Shareholders Agent Committee either failed to give a Notice of Defense or has failed or is failing to prosecute or defend vigorously such claim or action; (6) criminal penalties or injunctive relief could be imposed on the Claimant in connection with such claim or action; or (7) the Shareholders Agent Committee fails or refuses to acknowledge that the Third Party Claim is a Covered Loss subject to the Aggregate Merger Consideration adjustment provisions contained in this Article XI.
Sample 1

Related to Control of Defense; Exceptions, etc

  • Non-Recourse Exceptions The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan constitutes either (a) the recourse obligations of at least one natural person or (b) the non-recourse obligations of the related Mortgagor, provided that at least one natural person (and the Mortgagor if the Mortgagor is not a natural person) is liable to the holder of the Mortgage Loan for damages arising in the case of fraud or willful misrepresentation by the Mortgagor, misappropriation of rents, insurance proceeds or condemnation awards and breaches of the environmental covenants in the Mortgage Loan documents.

  • Title Exceptions To the best of Borrower’s knowledge after due inquiry and investigation, none of the items shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan Agreement and insuring Lender’s interest in the Mortgaged Property will have a Material Adverse Effect on the (a) ability of Borrower to pay the Loan in full, (b) ability of Borrower to use all or any part of the Mortgaged Property in the manner in which the Mortgaged Property is being used on the Closing Date, except as set forth in Section 6.03, (c) operation of the Mortgaged Property, or (d) value of the Mortgaged Property.

  • Copies of Documents Relating to Title Exceptions Copies of all recorded documents listed as exceptions to title or otherwise referred to in the Additional Mortgage Policy or title report delivered pursuant to clause (iv) or (v) above;

  • Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. No response

  • Solicitation Exceptions/Deviations Explanation If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation.

  • Safe Working Conditions The Employer undertakes to maintain office furniture, equipment, etc., in a practical and safe condition in order to avoid injury to employees or damage to their attire. Employees, for their part and in their own interest, are expected to advise the Employer of any such potentially injurious equipment.

  • Unsafe Working Conditions (a) No Employee shall be disciplined for refusal to work on a job which is deemed unsafe by:

  • Unsafe Work Conditions No employee shall be disciplined for refusal to work on an assignment which, in the opinion of:

  • General Exceptions 1. For purposes of Chapter 2 (National Treatment and Market Access for Goods), Chapter 3 (Rules of Origin and Operational Procedures Related to Origin), Chapter 4 (Customs Procedures and Trade Facilitation), Chapter 5 (Trade Remedies), Chapter 6 (Sanitary and Phytosanitary Measures), Chapter 7 (Technical Barriers to Trade), Article XX of the GATT 1994 and its interpretative notes are incorporated into and made part of this Agreement, mutatis mutandis. The Parties understand that the measures referred to in Article XX(b) of the GATT 1994, as incorporated into this Agreement, can include any measure necessary to protect human, animal, or plant life or health, and that Article XX(g) of the GATT 1994 applies to measures relating to the conservation of any exhaustible natural resource. 2. For purposes of Chapter 8 (Trade in Services), Article XIV of the GATS (including its footnotes) is incorporated into and made part of this Agreement, mutatis mutandis. The Parties understand that the measures referred to in Article XIV(b) of the GATS, as incorporated into this Agreement, can include any measure necessary to protect human, animal, or plant life or health.

  • Reservations and Exceptions 1. Articles 3, 4, 6 and 12 shall not apply to:

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