Defense Obligations. Regardless of the enforceability of any of the foregoing insurance and indemnity obligations, the parties shall owe each other a separate duty to investigate, handle, respond to and provide defense for any claim, demand or suit for which it extends indemnity in this Agreement, and shall satisfy any and all judgments or decrees which may be entered. A party that owes this duty shall be called the “defending party.” A party to whom this duty is owed shall be called the “indemnified party.” The duty of defense shall require the defending party to retain counsel of defending party’s choice at defending party’s sole cost and expense to represent the indemnified party. The indemnified party shall notify the defending party within a reasonable period of time of any facts which might give rise to a claim, demand or suit for which a defense will be required regardless of whether or not the claim, demand or suit has been made or filed. If a tender of defense and indemnity is made and then accepted by the defending party, then the indemnified party shall (a) afford the defending party a reasonable opportunity to investigate the facts relating to the claim, demand, or suit, including but not limited to interviewing witnesses, inspecting property and reviewing documents, and (b) cooperate at all times with the defending party’s efforts to prepare the case, including but not limited to timely responding to interrogatories and document requests, making witnesses available for depositions and attending trial of the case. If a tender of defense and indemnity is made by the indemnified party but rejected by the defending party, then upon a determination that the defending party owed a duty of defense under this Agreement, the defending party shall be held liable for any amount paid by the settling party without a need for a judicial determination as to whether the indemnified party had potential liability to the claimant or whether the settlement amount was reasonable. Contractor agrees to allow Company at any time to protect its interest by retaining its own counsel at its own expense to enter its appearance and prepare its defense regardless of any defense obligations that Contractor might otherwise have. The parties agree that the foregoing duty shall be owed whether or not the party to whom the duty is owed is ultimately determined to be solely, concurrently, actively or passively negligent or otherwise at fault.
Defense Obligations. To the fullest extent permitted by law, Contractor shall, following a tender of defense from City, assume the immediate defense of (with legal counsel subject to approval of the City), the City, its boards, commissions, officers, and employees (collectively “Indemnitees”), from and against any and all claims, losses, costs, damages, expenses and liabilities of every kind, nature, and description including, without limitation, injury to or death of any person(s) and incidental and consequential damages (collectively “Damages”), court costs, attorneys’ fees, litigation expenses, fees of expert consultants or witnesses in litigation, and costs of investigation (collectively “Litigation Expenses”), that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the alleged negligence, recklessness, or willful misconduct of Contractor, any subconsultant, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”). City will reimburse Contractor for the proportionate percentage of defense costs exceeding Contractor’s proportionate percentage of fault as determined by a Court of competent jurisdiction.
Defense Obligations. In case any action or proceeding is brought against either party by reason of any such occurrence, the party required to provide indemnification, upon written notice from the party entitled to indemnification, will, at the sole cost and expense of the party required to provide indemnification, resist and defend such action or proceeding or cause the same to be resisted and defended, by counsel designated by the party required to provide indemnification and approved in writing by the party to be defended, which approval shall not be unreasonably withheld.
Defense Obligations. In the event that the Vendor or the Purchaser is, or both are, the subject of a third party claim, action, or proceeding alleging injury or damages as a result of any manufacturing defect in the Filtration System or in the provision of services pursuant to this Contract, or for infringement of a patent held by a competitor of the Vendor, each party shall provide the other with prompt notice thereof. The Vendor shall defend or provide for the defense of such claim, action or proceeding at its sole costs and expense. The Purchaser shall execute such documents and instruments deemed necessary by the Vendor or its counsel and not in conflict or derogation of the Purchaser rights under this Agreement. The Purchaser shall take such other reasonable action the Vendor may request to assist the Vendor in its efforts on such matters, including the provision of reasonable testimony or trial assistance. The Purchaser shall not interfere with or take any steps to settle such action. The Vendor shall reimburse the Purchaser for its documented and reasonable out-of-pocket expenses in connection with providing any assistance under this Section.
Defense Obligations. With respect to Third Party Claims that allege claims that are both covered and not covered under the indemnification provided for in Section 5.5.1(a), the CR Indemnitors’ defense obligation under Section 5.5.1(a) shall be as follows:
Defense Obligations. Subject to the limitations of Section 6, if a third party initiates proceedings against the district, individual school, or NPO claiming that an IBM product is an infringement of a patent or copyright, IBM will defend the district, individual school, or NPO against such allegations, and will bear the amounts to which the district, individual school, or NPO may be sentenced to pay on the basis of such an allegation by a court decision having the force of res judicata or which are included in a transactional agreement approved by IBM, provided that the district, individual school, or NPO (i) promptly notifies IBM in writing of the allegation, (ii) provides the information requested by IBM and (iii) allows IBM, by providing reasonable cooperation, to exercise control over the defense and any settlement negotiations, including mitigation measures. IBM is not responsible for claims of infringement based, in whole or in part, on non-IBM products, material not provided by IBM or any breach of applicable law or third-party rights caused by the content, documentation, designs or specifications of the district, individual school, or NPO. Standard market software systems remain subject to the licensing terms and conditions of their publishers.
Defense Obligations. You shall defend us, our subsidiaries, and affiliated companies from and against any claims, losses and damages relating to any Company Claim. Your obligations to defend us shall only apply provided that you are immediately notified in writing of any such Company Claim At our sole option, we may participate in the selection of counsel, defense and settlement of any Company Claim covered by this section 7, or may tender sole control over the defense or settlement of the Company Claim to you. If we choose to participate in the selection of counsel, defense and settlement of such claims, the parties shall work together in good faith to reach decisions which are mutually acceptable to both parties. We shall provide reasonable assistance in the defense of all Company Claims.
Defense Obligations. In the event it is determined that the Indemnifying Party is required to indemnify the other party, the Indemnifying Party shall assume the defense of such claim with counsel reasonably satisfactory to the other party, and the other party shall cooperate to the extent reasonably requested by the Indemnifying Party in defense or prosecution thereof. If the Indemnifying Party has agreed to indemnify the other party and has assumed the defense of any such third party claim, the other party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the other party, and the Indemnifying Party shall have the right to settle any claim for which indemnification has been sought and is available hereunder; provided, however, that, to the extent that such settlement requires the other party to take, or prohibits the other party from taking, any action or purports to obligate the other party, then the Indemnifying Party shall not settle such claim without the prior written consent of the other party, which shall not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party does not assume the defense of any third party claim for which it is obligated to provide indemnification hereunder, the other party
Defense Obligations. In case any action or proceeding is brought against Landlord by reason of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant, or of its agents or employees, Tenant upon reasonable prior written notice from Landlord, will defend the same at Tenant’s expense. In case any action or proceeding is brought against Tenant by reason of any obligation on Landlord’s part to be performed under the terms of this Lease, or arising from any act or negligence of Landlord, or of its agents or employees, Landlord upon reasonable prior written notice from Tenant, will defend the same at Landlord’s expense. The provisions of this Paragraph 13 will survive the expiration or sooner termination of this Lease for a period of one year.
Defense Obligations. From the Agreement Date until the fourth anniversary of the Effective Time of the First Merger, Acquiror hereby agrees to indemnify and hold harmless the Company’s current directors and officers with respect to any defense costs, liabilities or judgments incurred by any of them arising from any litigation or other proceeding initiated after the execution of this Agreement and prior to the Closing by any stockholder, equity holder or potential third-party acquiror in which any such party: (i) seeks to challenge, question, enjoin or otherwise delay the Merger, this Agreement or the Voting Agreements executed in connection with this Agreement (or seeks monetary damages in lieu thereof) or (ii) makes a claim that approval of this Agreement by the Company’s Board of Directors or any other activity of the Company’s officers and directors in connection therewith was in any respect improper (“Merger Litigation”). Acquiror further agrees to advance any reasonable expenses incurred by the Company’s directors and officers in connection with any Merger Litigation. No amounts incurred or paid by Acquiror pursuant to this Section 8.5(b) shall be considered Damages for purposes of Article 12 (and shall not be considered a Claim for indemnification under Article 12). In the event of the commencement of any Merger Litigation, Acquiror will work in good faith with Company and Company’s Board of Directors to attempt to defend, resolve or settle the Merger Litigation, including without limitation by negotiating amendments to this Agreement as may be mutually agreed upon, if and to the extent necessary to resolve or settle the Merger Litigation. The provisions of this Section 8.5(b) shall immediately terminate and be of no further force or effect upon the termination of this Agreement in accordance with Article 11.
