Failure by Seller to Defend Sample Clauses

Failure by Seller to Defend. If Seller fails to assume promptly the defense of any Third Party Claim at its expense and acknowledge its obligation to indemnify Buyer and Adventist Health as provided herein, Seller shall nonetheless reasonably cooperate with Buyer and Adventist Health at Seller’s expense, but such claim may be defended, paid, settled or otherwise disposed of in such manner as Buyer and Adventist Health shall, in their sole discretion, determine, without in any manner impairing the indemnification obligations of Seller arising under this Agreement.
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Failure by Seller to Defend. If Seller fails to assume promptly the defense of any third-party claim at Seller’s expense and if Seller fails to acknowledge its obligation to indemnify Buyer, as provided herein, Buyer may assume the defense of such claim, at Seller’s expense, and in all regards Seller shall reasonably cooperate with Buyer in such defense at Seller’s expense. Such claim may be defended, paid, settled or otherwise disposed of in such manner as Buyer in its reasonable judgment shall determine.
Sample 1
Failure by Seller to Defend. If Seller fails to assume promptly the defense of any Third Party Claim at its expense and acknowledge its obligation to indemnify Buyer and Adventist Health as provided herein, Seller shall nonetheless reasonably cooperate with Buyer and Adventist Health at Seller’s expense, but such claim may be defended, paid, settled or otherwise disposed of in such manner as Buyer and Adventist Health shall, in their sole discretion, determine, without in any manner impairing the indemnification obligations of Seller arising under this Agreement. Execution Version US-DOCS\101960243.19 036894-000000 5869621.1 42
Sample 1

Related to Failure by Seller to Defend

  • Deliveries by Sellers At the Closing, Sellers shall deliver to Purchaser:

  • Deliveries by Seller At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

  • Indemnity by Seller (a) Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Seller’s delivery of the Product to Buyer, (ii) Seller’s or its Affiliates’ ownership, development, construction, operation and/or maintenance of the Project, including the Unit(s) and Sites(s); (iii) Third Party Claims arising from Seller’s or its Affiliates’ actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project, Unit(s), Seller’s Portfolio, or Site(s); (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; (v) Third Party Claims arising under any agreement between Seller or its Affiliates and a Customer in Seller’s Portfolio; or (vi) resulting from Seller’s or its Affiliates’ violation of any applicable Law, or requirements of Transmission Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, Seller’s Affiliates, Customers or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group.

  • CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE The obligations of Seller to sell and transfer the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the following conditions:

  • Conditions Precedent to the Seller’s Obligations The obligations of the Seller under this Agreement are subject to the satisfaction, on or prior to the Closing, of the following conditions, all or any of which may be waived in writing by the Seller:

  • CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE The obligations of the Buyer pursuant this Agreement are subject to the satisfaction, at any time following the date hereof, of all the conditions set out below. The Buyer may waive any or all of these conditions, in whole or in part, without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by the Buyer of any of its other rights or remedies, at law or in equity, if the Seller shall be in default of any of its representations, warranties, or covenants under this Agreement:

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

  • Conditions Precedent to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable law):

  • Conditions Precedent to Buyer’s Obligations The obligations of Buyer under this Agreement are subject to satisfaction or waiver by Buyer of each of the following conditions or requirements on or before the Closing Date:

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

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