Duty to Defend; Notice of Loss. Grantee acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee prompt notice of any Loss under Section 9.1 and Grantee shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee if representation of such Indemnified Party by the counsel retained by Grantee would be inappropriate due to conflicts of interest between such Indemnified Party and Grantee. An Indemnified Party's failure to notify Grantee promptly of any Loss shall not relieve Grantee of any liability to such Indemnified Party pursuant to Section 9.1, unless such failure materially impairs Grantee’s ability to defend such Loss. Grantee shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee contends that such Indemnified Party shares in liability with respect thereto.
Duty to Defend; Notice of Loss. Grantee acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and
Duty to Defend; Notice of Loss. Xxxxxxx acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of
Duty to Defend; Notice of Loss. Contractor acknowledges and agrees that its obligation to defend the District under Article 8.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any loss which actually or potentially falls within the scope of Article 8.1, regardless of whether the allegations asserted in connection with such loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Contractor by the District and continues at all times thereafter. The District shall give Contractor prompt notice of any loss under Article 8.1 and Contractor shall have the right to defend, settle and compromise any such loss, provided, however, that no delay on the part of District in notifying Contractor shall relieve Contractor from any obligation hereunder unless (and then solely to the extent) (i) such failure materially impairs Contractor’s ability to defend such loss; (ii) subject to Contractor's obligation to reimburse District's reasonable costs of same, District agrees to assist Contractor in the defense of the loss by providing information and witnesses, as needed to the extent there is no material conflict of interest; and (iii) Contractor has sole control over resolution of the loss, however, that Contractor will not consent to the entry of any judgment or enter into any settlement with respect to the loss without the prior written consent of District, which consent will not be unreasonably withheld, unless the judgment or proposed settlement involves only the payment of money damages by Contractor and does not impose any obligation upon District and Contractor obtains the full and complete release of District; District shall have the right to have any suit or proceeding monitored by counsel of District’s choice and at its expense. If Contractor does not assume the defense of a Loss as required above, (i) District may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the claim in any manner it reasonably may deem appropriate, and District need not consult with, or obtain any consent from Contractor, and (ii) Contractor will remain responsible for any losses District may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim to the fullest extent provided in this section.
Duty to Defend; Notice of Loss. Operator acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 7.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of this Agreement, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Operator by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Operator prompt notice of any Loss and Operator shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Operator if representation of such Indemnified Party by the counsel retained by Operator would be inappropriate due to conflicts of interest between such Indemnified Party and Operator. An Indemnified Party's failure to notify Operator promptly of any Loss shall not relieve Operator of any liability to such Indemnified Party pursuant to Section 7.1, unless such failure materially impairs Operator’s ability to defend such Loss. Operator shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Operator contends that such Indemnified Party shares in liability with respect thereto.
Duty to Defend; Notice of Loss. Company acknowledges and agrees that its obligation to defend the City under Section 9.1 (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Company by the City and continues at all times thereafter. The City shall give Company prompt notice of any Loss under Section 9.1 and Company shall have the right to defend, settle and compromise any such Loss; provided, however, that the City shall have the right to retain its own counsel if representation of City by the counsel retained by Company would be inappropriate due to conflicts of interest between City and Company. City’s failure to notify Company promptly of any Loss shall not relieve Company of any liability to City pursuant to Section 9.1, unless such failure materially impairs Company’s ability to defend such Loss. Company shall seek City’s prior written consent to settle or compromise any Loss if Company contends that City shares in liability with respect thereto.
