Defense Against Claims Sample Clauses

Defense Against Claims. Defend the Collateral against the claims and demands of all other parties, including without limitation defenses, set-offs, claims, cross claims and counterclaims asserted by any obligor against Debtor or Secured Party and claims, cross claims and counterclaims asserted by any other creditor claiming an interest in the Collateral.
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Defense Against Claims. The County agrees to defend and pay any proper 7 claim against its employees in connection with any claims for damage and/or litigation arising from 8 conduct, acts or omissions of such employees in the scope and course of their employment with the 9 Department.
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Defense Against Claims. In accordance with applicable provisions in the 17 King County Code, the County agrees to defend and pay any proper claim against its employees in 18 connection with any claims for damage and/or litigation arising from conduct, acts or omissions of 19 such employees in the scope and course of their employment with the Department. 20
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Defense Against Claims. (a) The Borrowers will defend the Collateral against all claims or demands of all persons (other than the Lender) claiming the Collateral or any interest therein.
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Defense Against Claims. Licensee will defend Licensor against all Claims, provided that upon notice to Licensee, Licensor may use its own counsel and may control such defense, but at Licensee's cost.
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Defense Against Claims. 7.5.1 The Buyer shall notify in reasonable detail the Seller in writing of any claim or notice of violation brought or threatened by a third party against Buyer or Discovery, which may result in Seller’s liability pursuant to this Agreement. Buyer’s failure to notify Seller in accordance with this § 7.5.1 shall relieve Seller of its liability only to the extent that the defense against any third party claim is impossible due to such failure to notify.
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Defense Against Claims. If the validity or priority of this Mortgage, or of any rights, title, liens or interests created or evidenced hereby with respect to the Mortgaged Properties, or any part thereof, are attacked, directly or indirectly, and such is known to Mortgagor or if any legal proceedings are instituted against Mortgagor in respect thereto, Mortgagor will give written notice thereof to the Bank and, at Mortgagor’s own cost and expense, Mortgagor will diligently endeavor to cure any defects that may be developed or claimed and will take all necessary and proper steps for the defense of such legal proceedings, including, but not limited to, the employment of counsel, the prosecution or defense of litigation, and the release or discharge of all adverse claims. If Mortgagor fails to take such action and after written notice to Mortgagor by the Bank, the Bank is hereby authorized and empowered to take such additional steps as in the Bank’s judgment or discretion may be necessary or proper in the defense of such legal proceedings, including, but not limited to, the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of any adverse claims made with respect to the Mortgaged Properties. All expenses so incurred of every kind and character will be a demand obligation owing by Mortgagor and will bear interest from the date of expenditure until paid at the “Default Rate,” as that term is defined in the Note, and will be secured by the lien and security interest evidenced by this Mortgage. The party incurring such expense shall be subrogated to all rights of the person receiving such payment. The above and foregoing covenants will at all times be construed to be covenants for the benefit of the Bank and will remain in full force and effect until the Secured Obligations are paid in full, notwithstanding the assignment hereof or any foreclosure thereof.
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Defense Against Claims. Operator shall provide reasonable notice to Owner ---------------------- and Master Manager of any Claim in respect of which Operator intends to seek indemnification from Master Manager; provided, however, that Operator's failure to give such notice shall not relieve Master Manager from its indemnification obligations hereunder except to the extent that Master Manager or Owner is actually prejudiced thereby. Master Manager will defend Operator against all Claims covered by Master Manager's indemnification obligations under this Agreement. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of Master Manager if Master Manager has assumed the defense of and responsibility for the action with counsel reasonably satisfactory to indemnified party; provided that the fees and expenses of indemnified party's counsel shall be at the expense of Master Manager if (i) the employment of such counsel has been specifically authorized in writing by Master Manager or (ii) indemnified party shall have been advised by Master Manager's legal counsel that there is a conflict of interest or issue conflict involved in the representation by counsel employed by Master Manager in the defense of such action on behalf of indemnified party or that there may be one or more legal defenses available to indemnified party which are not available to Master Manager that preclude joint representation by the same law firm (in which case Master Manager shall not have the right to assume the defense of such action on behalf of indemnified party, it being understood, however, that Master Manager shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for indemnified party, which firm shall be designated in writing by indemnified party and approved by Master Manager; and, Master Manager has entered into a written fee agreement with said firm).
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Defense Against Claims. Except as provided in Subsections B and C below, if a lawsuit or other claim (a “Claim”) is brought against one City from a third-party relating to a matter arising from this Agreement, the City against which the Claim is brought will notify the other City and the Cities will conduct a mutual defense against the Claim and will share costs and otherwise cooperate to defend against the Claim.
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Related to Defense Against Claims

  • Indemnity Against Claims The Company will pay and discharge and will indemnify and hold harmless the Issuer from (a) any lien or charge upon payments by the Company hereunder, (b) any taxes, assessments, impositions, and other charges upon payments by the Company to the Issuer hereunder, and (c) any and all liabilities, damages, costs, and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, or other charges are sought to be imposed, or any such liability, damages, costs, and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

  • Waiver of Claims Against Trust Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.

  • PROCEEDINGS AGAINST COMPANY Except as otherwise provided in this Agreement, the Independent Director shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by the Independent Director against the Company, any Entity which it controls, any director or officer thereof, or any third party, unless the Company has consented to the initiation of such Proceeding. This section shall not apply to counterclaims or affirmative defenses asserted by the Independent Director in an action brought against the Independent Director.

  • Preferential Collection of Claims Against Company The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against the Company The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

  • No Claims Against Collateral Agent Nothing contained in this Agreement shall constitute any consent or request by the Collateral Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Collateral Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.

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