Responsibility to Defend Sample Clauses

Responsibility to Defend. The District will handle, at its cost, administrative and court proceedings and provide for the defense and payment of any claims, awards, or damages, including attorneys’ fees, resulting from any alleged violation of any applicable law or regulation pertaining to the education of students with disabilities who are enrolled in any School in the Network, provided that the Network gives its full cooperation to and follows the advice and instructions of the District in special education and 504-related matters, and is in compliance with the terms of this Contract.
Sample 1Sample 2Sample 3See All (17)
AutoNDA by SimpleDocs
Responsibility to Defend. Mountain BOCES partners with member Districts to minimize the filings of due process, State level complaints, and Office of Civil Rights complaints. In the event that a legal action is taken against the AU, Mountain BOCES will lead the defense in partnership with the impacted District(s) and take the lead in providing the response. In the event of such legal proceeding, the District shall give its full cooperation to and follow the advice and instructions of the Mountain BOCES Director of Special Education and assigned defense counsel throughout the course of such proceeding. In the event that the filing is against an individual district, that district will take the lead in providing the response. As outlined in the Fiscal Responsibility section above, Mountain BOCES does not retain funds from either IDEA or ECEA or collect funds from districts for defense of filings against Mountain BOCES. As determined by the Mountain BOCES Board of Directors, the District will be responsible for any legal expense related to legal action caused by a District employee, either through error or omission, applying appropriate insurance and other liability protections
Sample 1Sample 2
Responsibility to Defend. The Denver Public Schools will handle administrative proceedings and provide for the defense and payment of any claims, awards, or damages, including attorneys’ fees, resulting from any alleged violation of any applicable law or regulation pertaining to the education of students with disabilities who are enrolled in RMSEL, provided that RMSEL gives its full cooperation to and follows the advice and instructions of the Denver Public Schools in special education and Section 504 related matters, and is in compliance with the terms of this Agreement.
Sample 1
Responsibility to Defend. During the Term of this Agreement, if a Third Party asserts that a Patent Right controlled by such Third Party is infringed, or will be infringed, by the Exploitation of a Licensed Product, then the Parties will promptly discuss the matter and the appropriate course of action. If the Parties cannot agree on a course of action within [***] following the date on which the Parties receive notice of such Third Party claim, then, subject to Article 13 (Indemnification): (a) Ionis will have the sole right, but not the obligation, to defend such claim in the Ionis Territory using counsel of its own choosing, and (b) Otsuka will have the first right, but not the obligation, to defend such claim in the Otsuka Territory using counsel of its own choosing. If Otsuka does not take affirmative steps to defend such claim in the Otsuka Territory within [***] (or such shorter period of time as is legally required to answer to such claim) and does not inform Ionis within such [***] period that it is electing not to defend such claim for strategic reasons intended to maintain the commercial value of the relevant Patent Rights or any product or subject matter Covered thereby or relating thereto, then Ionis may defend such claim in the Otsuka Territory. The Party defending such claim in the Otsuka Territory will (i) keep the other Party reasonably informed regarding any such assertion, including by providing the other Party with copies of all pleadings and other documents filed in any proceeding relating to such claim, (ii) consider reasonable input from the other Party during the course of the claim, and (iii) provide the other Party with the opportunity to attend any substantive meetings, hearings, or other proceedings related to such claim (together with its own counsel, at its own expense) and to review and comment on all substantive documents related to such claim prior to filing or submission of such documents. The Parties will reasonably assist each other and cooperate and share information with respect to any such claim. Each Party will bear its own costs and expenses with respect to any such claim.
Sample 1
Responsibility to Defend. During the Term of this Agreement, if a Third Party asserts that a Patent Right controlled by such Third Party is infringed, or will be infringed, by the Exploitation of a Licensed Product, then [**]. 79445843_10
Sample 1
Responsibility to Defend. If, during the Term of this Agreement, a Third Party asserts that a Patent Right or other right controlled by such Third Party is infringed or will be infringed in the Territory by the exercise of the licenses granted under Article II (Licenses), then Xxxxxx will be responsible for defending against any such claim at its own expense using Commercially Reasonable Efforts and the counsel of its own choosing. Akebia will be solely responsible for all amounts payable to such Third Party as a result of such claim, whether by settlement or judgment, except that Akebia will be responsible for [**]% and Licensee will be responsible for [**]%, in each case, of any payments owed to such Third Party that are attributable to the Licensed Product and allocable to the Territory. Xxxxxx will not settle such claim in a manner that materially adversely affects Licensee’s interests and in a manner that is disproportionate to Xxxxxx’s interests, without the written consent of Licensee. In addition, the Parties will reasonably assist each other and cooperate and share information with respect to such claim.
Sample 1
Responsibility to Defend. If, during the Term of this Agreement, a Third Party asserts that a Patent or other right controlled by such Third Party is infringed or will be infringed in the Territory by the exercise of the licenses granted under Article II (Licenses), then, subject to Section 10.10.2 (Challenge to Certain Third Party Patents), [***] will be responsible for defending against any such claim at its own expense using Commercially Reasonable Efforts and the counsel of its own choosing; provided that, (a) [***] will keep [***] reasonably informed regarding any such claim, including by providing [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Licensee with [***] relating to such claim, (b) [***], and (c) [***] will be entitled to attend any [***] related to such claim (to the extent relevant, together with its own counsel, at its own expense). [***], except that [***], in each case, of any [***], unless the Parties agree otherwise). [***] will not [***]. In addition, the Parties will reasonably assist each other and cooperate and share information with respect to such claim.
Sample 1
AutoNDA by SimpleDocs
Responsibility to Defend. If, during the Term of the Agreement, a Third Party asserts that a Patent or other right controlled by such Third Party is infringed or will be infringed in the Territory by the exercise of the licenses granted under Article 2 (Licenses), [***] will be solely responsible for defending against any such claim at its own expense using Commercially Reasonable Efforts and the counsel of its own choosing. [***]. [***] will not [***]. In addition, the Parties will reasonably assist each other and cooperate and share information with respect to such claim.
Sample 1
Responsibility to Defend. If, during the Term of this Agreement, a Third Party asserts that a Patent Right or other right controlled by such Third Party is infringed or will be infringed in the Territory by the exercise of the licenses granted under Article 2 (License Grants), then, subject to Section 6.7.4 (Challenge to Certain Third Party Patents), Xxxxxx will have the sole right to defend against any such claim using the counsel of its own choosing; provided that Akebia will keep Licensee reasonably informed regarding any such claim. For such proceedings initiated prior to the Effective Date, Akebia will be responsible for [**]% of out-of-pocket costs and fees, including attorneys’ fees, expert fees, court fees, and translation costs, incurred by Xxxxxx in connection with any such proceeding, including any appeals related to such proceeding. Akebia will provide to Licensee, and the Parties will review and discuss, a budget of the costs and expenses to be incurred by or on behalf of Akebia in connection with any such proceeding initiated on or after the Effective Date, and Licensee will be responsible for [**] such costs and expenses, including attorneys’ fees, expert fees, court fees, and translation costs, incurred by either Party in connection with any such proceeding initiated on or after the Effective Date, including any appeals related to such Akebia Defense Action. Licensee will reimburse Akebia for [**] costs and expenses related to any such proceeding initiated on or after the Effective Date no later than [**] of receipt of an invoice therefor from Akebia. Xxxxxx will not settle such claim in a manner that materially adversely affects Licensee’s interests and in a manner that is disproportionate to Xxxxxx’s interests, without the written consent of Licensee. In addition, the Parties will reasonably assist each other and cooperate and share information with respect to such claim.
Sample 1

Related to Responsibility to Defend

  • Responsibility for Damages Contractor is responsible for all damage that occurs as a result of Contractor’s fault or negligence or that of its’ employees, agents, or representatives in connection with the performance of this Contract. Contractor shall immediately report any such damage to people and/or property to the Contract Administrator.

  • Responsibility of PFPC (a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in a written amendment hereto. PFPC shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties.

  • Responsibility for Damage Resident is solely responsible for any damage, defacement or loss within the assigned bedroom space. All assigned residents of an apartment are jointly and severally responsible for any damage, defacement or loss to common areas, other parts of the facility, fixtures or appliances, except for the portion of damages over $100,000 where it is finally established that Resident or one or more other residents of the apartment were solely at fault for the entire loss, in which case such person(s) will be solely responsible. Resident is fully responsible for the conduct of Resident’s guests, visitors, licensees and invitees (“Guests”), including without limitation harm to individuals or damage or defacement of any part of the Property or its fixtures or property of third parties (including other residents) by such Guests.

  • Responsibility of Contractor a. Contractor shall be held strictly responsible for the proper performance of all work covered by the Contract Documents, including all work performed by Subcontractors. All work performed under this Contract shall comply in every respect to the rules and regulations of all agencies having jurisdiction over the Project or any part thereof.

  • Warranty of Ability to Perform The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor’s ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Customer in writing if its ability to perform is compromised in any manner during the term of the Contract.

  • Responsibility of student to attend school on every school day for the educational program in which they are enrolled, on time, ready to learn and take part in school activities • act at all times with respect and show tolerance towards other students and staff • work hard and comply with requests or directions from the teacher and principal • abide by school rules as outlined in the school’s Responsible Behaviour Plan for Students, including not bringing items to school which could be considered as weapons (e.g. dangerous items such as knives) • meet homework requirements and wear school’s uniform • respect the school property.

  • Responsibility Disclaimed The Administrative Agent shall not be under any liability or responsibility whatsoever as Administrative Agent:

  • Client Responsibility For clarity, the parties agree that in reviewing the documents referred to in clause (b) above, Patheon’s role will be limited to verifying the accuracy of the description of the work undertaken or to be undertaken by Patheon. Subject to the foregoing, Patheon will not assume any responsibility for the accuracy of any application for receipt of an approval by a Regulatory Authority. The Client is solely responsible for the preparation and filing of the application for approval by the Regulatory Authority and any relevant costs will be borne by the Client.

  • WARRANTY OF CONTRACTOR’S ABILITY TO PERFORM The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor’s ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of the Contract. Information Technology Staff Augmentation Services Contract No. 80101507-21-STC-ITSA Contract Exhibit F Resume Self-Certification Form Contractor’s candidates shall complete this Resume Self-Certification Form. Completed Resume Self-Certification Forms shall be submitted within the Contractor’s response to Customer’s requests for quote. “I the undersigned do hereby certify, under the penalty of perjury, that information in my resume submitted for consideration of the State of Florida contract position is true, correct, complete, and made in good faith to the best of my knowledge and belief. If an omission, falsification, misstatement, or misrepresentation has been made regarding my education, work ability, experience, employment history, and/or fitness for employment as a contractor, I may be disqualified as a contractor, and the matter will be reported to appropriate agency or law enforcement personnel. I understand that there may be civil and/or criminal penalties for misrepresenting pertinent information in connection with contract positions, including, but not limited to, penalties available under sections 287.133 or 817.566, Florida Statutes. I further understand that if I am not a United States citizen, violation cases may be reported to the US Department of Homeland Security for potential deportation.” “In addition, I the undersigned do hereby consent to the release of my information by employers, educational institutions, law enforcement agencies, and other individuals and organizations to investigators and other authorized agents of Florida for verification and investigation purposes. I understand that any documents submitted to procure a contract(s) with the State of Florida, including resumes, are public records.” Print Full Legal Name of Candidate Candidate’s Signature Date Candidate’s Form of Identification Presented Identification number Contractor’s Witness Signature One Date Contractor’s Witness Signature Two Date Print Name Contractor’s Witness One Print Name Contractor’s Witness Two Information Technology Staff Augmentation Services Contract No. 80101507-21-STC-ITSA Contract Exhibit G Contractor Selection Justification Form Customers shall complete this Contractor Selection Justification Form for each candidate selected and attach all completed forms to the purchase order. Date: Contractor’s Name: _ Contractor’s Contact Information: Candidate’s Name: Address: _ Phone: _ Email: _ Date Candidate will be available: _ Hourly rate of candidate: $ Position candidate recommended for: _ Justification for selection of candidate: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Agency: Division/Section/Unit: _ Printed Name: _ Title: _ Signature _ Date: Information Technology Staff Augmentation Services Contract No. 80101507-21-STC-ITSA Contract Exhibit H Contractor Performance Survey Note: This is an example of the questions contained in the Contractor Performance Survey. The actual survey will be provided in electronic form. Customers shall complete this Contractor Performance Survey for each Contractor on a quarterly basis. Customers will electronically submit the completed Contractor Performance Survey(s) to the Department Contract Manager no later than the due date indicated the Scope of Work. Contractor's Name: Quarter: Purchase Order (PO) Number: PO Total $ Amount: PO Starting Date Ending Date Please review the attached Rating Definitions and provide your opinion by rating the following: Quality of Service

  • Responsibility of school staff to  design and implement engaging and flexible learning experiences for individuals and groups  inform parents and carers regularly about how their children are progressing  design and implement intellectually challenging learning experiences which develop language, literacy and numeracy  create and maintain safe and supportive learning environments  support personal development and participation in society  xxxxxx positive and productive relationships with families and the community  inform students, parents and carers about what the teachers aim to teach the students  teach effectively and set the highest standards in work and behaviour  clearly articulate the school’s expectations regarding the Responsible Behaviour Plan for Students and the school’s Dress Code policy  ensure that parents and carers are aware that the school does not have personal accident insurance cover for students  advise parents and carers of extra-curricular activities operating at the school in which their child may become involved (for example Program of Chaplaincy Services, sports programs)  set, xxxx and monitor homework regularly in keeping with the school’s homework policy  contact parents and carers as soon as is possible if the school is concerned about the child’s school work, behaviour, attendance or punctuality  deal with complaints in an open, fair and transparent manner in accordance with departmental procedure, Complaints Management – State Schools  treat students and parents with respect . I accept the rules and regulations of the Xxxxxx Road State School as stated in the school policies that have been provided to me as follows: □ Responsible Behaviour Plan for Students □ ICT Network Agreement □ Consent Form □ Parents Notice for Religious Instruction in School Hours Information provided in Parent Handbook: □ Complaints Management – Section 8.1 □ Student Dress Code – Section 10.0 □ Homework – Section 7.0 □ Voluntary Financial Contributions – Section 3.8 □ Absences – Section 12.1 □ School Excursions – Section 5.4 □ Accident Insurance Cover for Students – Section 3.9 □ Appropriate Use of Mobile Phones and other Electronic Equipment by Students – Section 8.5 I acknowledge:  That I have read and understood the responsibilities of the student, parents or carers and the school staff outlined above; and  That information about the school’s current rules, policies, programs and services, as outlined above has been provided and explained to me. Student Name: Student Signature: …….……………………… Parent/Carer Name: Parent/Carer Signature: ..……………………. Xxxxxxx Xxxx (Principal) / Xxxxxx Scammells & Xxxxx Xxxxxx (Deputy Principals): …….…………………………………

Time is Money Join Law Insider Premium to draft better contracts faster.