Conditions to Defense Sample Clauses

Conditions to Defense. Webroot’s obligations in this Section 18 are conditioned on You: (1) promptly notifying Webroot in writing of such claim after becoming aware of such claim; (2) giving Webroot sole control of the defense of the claim and any related settlement; and (3) cooperating and, at Webroot’s reasonable request and expense, assisting in the defense of such claim.
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Conditions to Defense. As a condition to the Defending Party’s obligations under Section 7.1 or Section
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Conditions to Defense. As a condition to Contractor’s defense obligations under this Contract, the City will provide Contractor with prompt written notice of the claim, within thirty (30) Days of receiving the claim, permit Contractor to control the defense, settlement, adjustment or compromise of the claim and provide Contractor with reasonable assistance in connection with such defense; however, Contractor shall not consent to any judgment or settlement of the foregoing, that creates an obligation on any the City Indemnitee not covered by Contractor's insurance without first obtaining such indemnitee’s prior written consent. The City may employ counsel at its own expense to assist it with respect to any such claim. THIS SECTION STATES CITY’S SOLE AND EXCLUSIVE REMEDY AND CONTRACTOR’S ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.
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Conditions to Defense. As a condition to the Defending Party’s obligations under Section 11.1 or Section 11.2 above, the Defended Party must: (i) promptly notify the Defending Party in writing of the Claim; (ii) give the Defending Party all reasonably requested information and assistance in connection with the Claim in a timely manner; and (iii) give the Defending Party the sole right to control the defense and settle of the Claim. The Defending Party shall not enter into any settlement of a Claim against a Defended Party without the Defended Party’s prior written consent unless: (a) there is no admission of fault of the Defended Party; (b) there is no injunctive or other non-monetary relief against the Defended Party; and, (c) the settlement includes the claimant’s or plaintiff’s release of the Defended Party from all liability in respect of the Claim.
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Related to Conditions to Defense

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

  • Exceptions to obligations The obligations on the parties under this clause 14 will not be taken to have been breached to the extent that Confidential Information is:

  • Conditions of Approval Project Specific Conditions

  • Conditions to Obligations of the Company The Company’s obligation to sell and issue the Shares and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions of Use CLIENT acknowledges that its use of the Site is subject to and conditioned upon the following terms and agrees that TAILGATE GUYS may exercise any of the remedies set forth herein for CLIENTS failure to comply:

  • Conditions to Buyer’s Obligations The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before the Closing Date:

  • Modifications and Rectifications to Coverage 1. A Party may make rectifications of a purely formal nature to its coverage under this Chapter, or minor amendments to its Schedules in Annex XVI, provided that it notifies the other Parties in writing and no Party objects in writing within 45 days from the receipt of the notification. A Party that makes such a rectification or minor amendment need not provide compensatory adjustments to the other Parties.

  • Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

  • Deviations to GSAR clauses This solicitation indicates any authorized deviation to a General Services Administration Acquisition Regulation clause by the addition of “(DEVIATION)” after the date of the clause.

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