Defend Sample Clauses

Defend. Shall defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;

Defend. The Pledgor shall promptly notify the Secured Party of any Lien or other claim made or asserted against any of the Pledged Securities and shall defend the Secured Party’s security interest in the Pledged Securities against any and all claims and demands whatsoever including any adverse claim as defined in the STA and, at the request of the Secured Party, the Pledgor shall allow the Secured Party to participate in such defense;

Defend. Without limiting the obligations set forth as a separate obligation under this Agreement, a Party agrees to defend any claims (“Defending Party”) that may be brought against the other Party (“Defended Party”) arising out of or in connection with the acts or omissions of the Defending Party in connection with this Agreement. In fulfilling its defense obligations, the Defending Party may employ counsel of its own choice at its expense; provided, however, the Defended Party shall have the opportunity to participate in its own defense and to engage counsel of its own choice at its own expense. The Defending Party shall have the right to settle any such matter when settlement is at the Defending Party’s sole cost and expense and such settlement shall not work to the detriment of the Defended Party. Further, the Defending Party will reimburse the Defended Party for any defense costs incurred by the Defended Party, as well as any costs incurred by the Defended Party in enforcing the Defending Party’s obligations hereunder.

Defend. To defend the title to the Collateral against all persons and all claims and demands whatsoever, which Collateral, except for the security interest granted hereby, is lawfully owned by the Borrower. The Borrower agrees not to transfer legal or equitable title to the Collateral to any other party without the Lender's prior written consent. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or otherwise to Lender or to which the Lender has specifically consented in writing.

Defend. B▇▇▇▇▇▇▇ will defend, at its cost, B▇▇▇▇▇▇▇’s title to the Collateral and the security interest of the Lender against all claims and demands of any Persons whomsoever at any time claiming the same or any interests under this Article IV adverse to L▇▇▇▇▇.

Defend the obligation of the indemnitor (i) to defend the indemnitees at its sole expense, or at the indemnitees’ election (ii) to reimburse the indemnitees for the indemnitees’ reasonable expenses incurred in defending themselves. Notwithstanding the indemnitee’s election of option (i) above, the indemnitee shall be entitled to participate in its defense at its sole cost.

Defend. The Chargor shall promptly notify Pretium of any Lien or other claim made or asserted against any of the Secured Assets and shall defend the Charges in the Secured Assets against any and all claims and demands whatsoever including any adverse claim.

Defend indemnify and hold Santa ▇▇▇▇▇ harmless from and against any and all claims, demands, damages, losses, liabilities, costs and expenses, including reasonable attorneys' and consultants' fees, resulting from the breach by ▇▇▇▇ of its obligations hereunder, provided that any claims, etc. relating to a breach by ▇▇▇▇ of its representations and warranties under this Agreement may be brought only if Santa ▇▇▇▇▇ has notified ▇▇▇▇ of such claimed breach within one (1) year after the Closing.

Defend. Each Grantor shall promptly notify the Collateral Agent of any Lien or other adverse claim made or asserted against any of the Pledged Securities and shall defend the Collateral Agent’s security interest in the Pledged Securities against any and all claims and demands whatsoever including any adverse claim as defined in the STA;