Obligation to Defend. Notice; Cooperation 6 8.0 PAYMENT OF RATES AND LATE PAYMENT CHARGES 6 9.0 DISPUTE RESOLUTION 8 9.5 Conflicts 11 10.0 INTENTIONALLY LEFT BLANK 11 11.0 NOTICES 11 12.0 TAXES 12 13.0 FORCE MAJEURE 13 14.0 PUBLICITY 14 15.0 NETWORK MAINTENANCE AND MANAGEMENT 14 16.0 LAW ENFORCEMENT AND CIVIL PROCESS 15
Obligation to Defend. Notice; Cooperation 6
Obligation to Defend. Notice; Cooperation 6 8.0 PAYMENT OF RATES AND LATE PAYMENT CHARGES 6
Obligation to Defend. Each Party on reasonable grounds shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice for that purpose) any claim, action, suit or proceeding by any third party brought against it, with respect to which the Party is entitled to be indemnified pursuant to this Paragraph 12, with the Party’s reasonable costs and expenses of such action subject to said indemnity. The indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding at its expense and through legal advisers of its choice, if it (a) gives notice of its intention to do so to the Party entitled to indemnification, b) acknowledges in writing its obligation to indemnify that Party to the full extent provided by this Paragraph 12, and (c) reimburses that Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such defence by the indemnifying Party. Neither Party shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of the indemnifying Party, which consent shall not be unreasonably withheld.
Obligation to Defend. Notice; Cooperation 7 9.0 DISPUTE RESOLUTION 14 9.8 Conflicts 20 10.0 RESERVATION OF RIGHTS 20 11.0 NOTICES 21 12.0 TAXES 22 13.0 FORCE MAJEURE 23 14.0 PUBLICITY 24 15.0 NETWORK MAINTENANCE AND MANAGEMENT 24 16.0 LAW ENFORCEMENT AND CIVIL PROCESS 24 17.0 CUSTOMER PROPRIETARY NETWORK INFORMATION AND CHANGES IN SUBSCRIBER CARRIER SELECTION 25 18.0 AMENDMENTS OR WAIVERS 26 19.0 AUTHORITY 26 20.0 BINDING EFFECT 26 21.0 CONSENT 26 22.0 EXPENSES 27 23.0 HEADINGS 27 24.0 RELATIONSHIP OF PARTIES 27 25.0 CONFLICT OF INTEREST 27 26.0 MULTIPLE COUNTERPARTS 27 27.0 THIRD PARTY BENEFICIARIES 27 28.0 REGULATORY APPROVAL 27 29.0 TRADEMARKS AND TRADE NAMES 28 30.0 REGULATORY AUTHORITY 28 31.0 VERIFICATION REVIEWS 28 32.0 COMPLETE TERMS 29 33.0 COOPERATION ON PREVENTING END USER FRAUD 29 34.0 NOTICE OF NETWORK CHANGES 29 35.0 MODIFICATION OF AGREEMENT 30 36.0 RESPONSIBILITY OF EACH PARTY 30 37.0 RELATIONSHIP TO TARIFFS 30 38.0 GOVERNMENTAL COMPLIANCE 31 39.0 RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION 31 40.0 SUBCONTRACTING 32 41.0 REFERENCED DOCUMENTS 32 42.0 SEVERABILITY 32 43.0 SURVIVAL OF OBLIGATIONS 32 44.0 GOVERNING LAW 33 45.0 OTHER OBLIGATIONS OF NT&T 33 47.0 DISCLAIMER OF WARRANTIES 33 48.0 GOOD FAITH PERFORMANCE 34 49.0 PARITY OF SERVICE 34 50.0 REMEDIES 34 51.0 DISCONTINUANCE OF SERVICE 34 52.0 PERFORMANCE MEASURES AND REMEDY PLAN 35 53.0 DEFINITIONS AND ACRONYMS 35 53.1 Definitions 35 53.2 Acronyms 35 54.0 JOINT WORK PRODUCT 35 55.0 INTENTIONALLY LEFT BLANK 35 56.0 INTENTIONALLY LEFT BLANK 35 58.0 OTHER REQUIREMENTS AND ATTACHMENTS 35 ATTACHMENT 1: INTENTIONALLY LEFT BLANK 38 ATTACHMENT 2: RESALE 39 1.0 GENERAL PROVISIONS 39 2.0 GENERAL OBLIGATIONS 40 3.0 ESTABLISHMENT OF SERVICE 41 4.0 MAINTENANCE OF SERVICES 42 5.0 DISCONTINUANCE OF SERVICE 43 5.1 End User Disconnect Procedures 43 6.0 CUSTOMER USAGE DATA 43 EXHIBIT I: PRICE LIST 47 10.0 PERFORMANCE MEASURES AND REMEDY PLAN 47 ATTACHMENT 3: INTENTIONALLY LEFT BLANK 48 ATTACHMENT 4: NETWORK INTERCONNECTION ARCHITECTURE 49 1.0 INTERCONNECTION FACILITY OPTIONS 49 2.0 EXCHANGE OF TRAFFIC 51 3.0 INTERCONNECTION FACILITIES 59 4.0 ORDERING 61 ATTACHMENT 5: INTENTIONALLY LEFT BLANK 63 ATTACHMENT 6: UNBUNDLED NETWORK ELEMENTS (UNES) 64 1.0 GENERAL TERMS 64 2.0 UNBUNDLED LOOPS 73 3.0 SUBLOOP UNBUNDLING 90 3.1 Description 90 4.0 NETWORK INTERFACE DEVICE 99 5.0 UNBUNDLED DEDICATED INTEROFFICE TRANSPORT (XXXX) 103 6.0 UNBUNDLED DARK FIBER 106 7.0 ADDITIONAL UNBUNDLED ELEMENTS 113 8.0 CONSTRUCTION CHARGES 113 9.0 UNBUNDL...
Obligation to Defend. Promptly after a SMUD Indemnitee receives notice of any Losses for which it will seek indemnification pursuant to this Article 10, the SMUD Indemnitee will notify Contractor of the Losses in writing. No failure to so notify Contractor will abrogate or diminish Contractor’s obligations if Contractor has or receives knowledge of the Losses by other means or if the failure to notify does not materially prejudice its ability to defend the Losses. Within fifteen (15) days after receiving a SMUD Indemnitee’s notice of Losses, and if possible no later than ten (10) days before the date on which any formal response to the Losses is due, Contractor will notify SMUD and the SMUD Indemnitee in writing as to whether Contractor acknowledges its indemnification obligation and elects to assume control of the defense of the Losses (“Notice of Election”). If Contractor timely delivers a Notice of Election, Contractor will be entitled to have sole control over the defense of the Losses, under and subject to the terms of this Section 10.5. The Notice of Election shall identify counsel selected by Contractor to provide a defense, and such counsel shall be acceptable to SMUD in SMUD’s sole discretion; provided, however, if such counsel is a member of a firm which regularly practices in such matters and such counsel has significant experience in defending such matters, SMUD will not unreasonably withhold its approval of such counsel. Nothing in this section will preclude SMUD or the SMUD Indemnitee from participating in its defense and retaining its own counsel at its own expense. If Contractor does not deliver a timely Notice of Election, or if Contractor otherwise fails to fulfill its indemnification obligations under this Article 10, SMUD or the SMUD Indemnitee may defend the Losses in such manner as it may deem appropriate, or may take any other actions it deems necessary and appropriate to defend, resolve or settle such Losses, and shall be fully indemnified by Contractor therefor. Contractor will promptly reimburse SMUD and the SMUD Indemnitee upon demand for all amounts suffered or incurred by SMUD and the SMUD Indemnitee as a result of or in connection with the Losses. SMUD and the SMUD Indemnitee will provide reasonable assistance to Contractor, at Contractor’s cost and expense, including reasonable assistance from SMUD and the SMUD Indemnitee’s employees, agents, and affiliates, as applicable. Notwithstanding anything in the Contract to the contrary, Contractor may no...
Obligation to Defend. Notice; Co-operation - Whenever a Claim shall arise for indemnification under Section 10.4, the relevant Indemnitee, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnitee of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Except as set forth below, such notice to the relevant Indemnitee shall give the Indemnifying Party full authority to defend, adjust, compromise or settle such Claim with respect to which such notice shall have been given, except to the extent that any compromise or settlement shall prejudice the Intellectual Property Rights of the relevant Indemnitees. The Indemnifying Party shall consult with the relevant Indemnitee prior to any compromise or settlement that would affect the Intellectual Property Rights or other rights of any Indemnitee, and the relevant Indemnitee shall have the right to refuse such compromise or settlement and, at the refusing Party's or refusing Parties' cost, to take over such defense, provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnitee against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnitee shall be entitled to participate with
Obligation to Defend. Subject to the limitations and exclusions stated below, Freescale and each member of the Freescale Group will defend, at Freescale’s expense, any Claim against Motorola (which, for purposes of this Section 5.3 (Freescale Indemnified Products) also includes “Motorola Indemnified Parties” as defined in the Master Separation and Distribution Agreement), and will indemnify and hold Motorola harmless from all Damages awarded in the Suit or resulting from settlement of the Suit or any Claim. “Suit” means a lawsuit based on a Claim. For purposes of this Section, “Claim” means a claim that a product:
Obligation to Defend. Subject to the limitations set forth below, iVillage, at its own expense, will defend, or at its option settle, any claim, suit or proceeding against Intuit and pay any final judgment entered or settlement against Intuit in any such claim, suit or proceeding, to the extent that such claim, suit or proceeding is based upon (a) the infringement of any trademark or service xxxx rights by the iVillage Brand Features; or (b) the infringement or misappropriation of any patent, copyright or trade secret or the violation of any third party right or any third party claim resulting from the dissemination or use of any Armchair Millionaire Content (other than the Intuit Financial Content) on any Intuit Property; or (c) the failure by iVillage to comply with the requirements of law or regulations that are applicable to Armchair Millionaire from time to time. iVillage will have no obligation to Intuit pursuant to this Section 8.3 unless: (x) Intuit gives iVillage prompt written notice of the claim, suit or proceeding and cooperates reasonably with iVillage; and (y) iVillage is given the right to control and direct the investigation, preparation, defense and settlement of the claim, suit or proceeding.
Obligation to Defend. Webroot will defend or at its option settle a claim against You brought by a third party, and pay all finally awarded costs and damages against You that are specifically attributable to such claim or that Webroot agrees to in a monetary settlement of such claim, to the extent that the claim asserts that the BrightCloud Service directly infringes or misappropriates that third party’s U.S. patents, copyrights, or trade secrets.
