Notice and Assumption of Defense Sample Clauses

Notice and Assumption of Defense. In the event a claim arises for which indemnification is or may be sought by the Heritage Officer, the Heritage Officer shall promptly notify Acquiror, in writing at the address set forth in Section 3 hereof, of the commencement of such legal action or existence of and facts relating to such claim. Upon receipt of such notice, or at any time thereafter, Acquiror shall be entitled to participate therein and, in its sole discretion, to assume the defense of such claim, with counsel of its choice, subject to the reasonable approval of the Heritage Officer, and to consider and decide on any proposed settlement, subject to the reasonable approval of the Heritage Officer. In any and all events, Acquiror shall have the right to reasonable control over the nature and extent of expenses incurred in connection with such claim(s). Acquiror shall notify the Heritage Officer of its assumption of the defense of such claim; and after such notice from Acquiror to the Heritage Officer, Acquiror shall not be liable to the Heritage Officer for indemnification under Section 5.13(b) of the Merger Agreement for any legal expenses of other counsel or any other expenses of defense subsequently incurred by such indemnified party.
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Notice and Assumption of Defense. Promptly after an indemnified party receives notice of any potential Loss, the party must give notice in writing to the indemnifying party. The indemnifying party must assume the defense of the Loss and the indemnified party will reasonably cooperate in connection with such defense.
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Notice and Assumption of Defense. In the event a claim arises for which indemnification is or may be sought by the M&F Official, the M&F Official shall promptly notify Acquiror, in writing at the address set forth in Section 3 hereof, of the commencement of such legal action or existence of and facts relating to such claim. Upon receipt of such notice, or at any time thereafter, Acquiror shall be entitled to participate therein and, in its sole discretion, to assume the defense of such claim, with counsel of its choice, subject to the reasonable approval of the M&F Official, and to consider and decide on any proposed settlement, subject to the reasonable approval of the M&F Official. In any and all events, Acquiror shall have the right to reasonable control over the nature and extent of expenses incurred in connection with such claim(s). Acquiror shall notify the M&F Official of its assumption of the defense of such claim; and after such notice from Acquiror to the M&F Official, Acquiror shall not be liable to the M&F Official for indemnification under Section 5.13(b) of the Merger Agreement for any legal expenses of other counsel or any other expenses of defense subsequently incurred by such indemnified party.
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Notice and Assumption of Defense. The party desiring indemnification under Section 19.1 or 20 (the “Indemnified Party”) shall promptly provide the other party (the “Indemnifying Party”) with written notice of the possibility of a Loss upon learning of any events that could give rise to such Loss or the receipt of any claim, suit, demand or notice with respect thereto, whichever is earlier. The Indemnifying Party shall not be responsible for any Loss, or any increase in any Loss, resulting from any delay by the Indemnified Party in providing such notice. Subject to the statutory duties of the Texas Attorney General, the Indemnified Party shall allow the Indemnifying Party to assume the defense of any such Loss, including the right to select counsel of its choosing and the right to compromise or settle any Loss, provided that the Indemnifying Party shall not make any settlement admitting fault or incur any liability on the part of an Indemnified Party without its written consent, such consent not to be unreasonably withheld. Subject to the statutory duties of the Texas Attorney General, if the Indemnifying Party is required to defend any Loss, the Indemnified Party shall, and shall cause its employees and agents to, cooperate fully in the defense thereof and furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith. In no event shall the Indemnified Party compromise, settle or otherwise admit any liability with respect to any Loss subject to indemnification under this Agreement without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld or delayed).
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Notice and Assumption of Defense. In the event a claim arises for which indemnification is or may be sought by the XxxXxxxx Official, the XxxXxxxx Official shall promptly notify Parent, in writing at the address set forth in Section 3 hereof, of the commencement of such legal action or existence of and facts relating to such claim. Upon receipt of such notice, or at any time thereafter, Parent shall be entitled to participate therein and, in its sole discretion, to assume the defense of such claim, with counsel of its choice, subject to the reasonable approval of the XxxXxxxx Official, and to consider and decide on any proposed settlement, subject to the reasonable approval of the XxxXxxxx Official. In any and all events, Parent shall have the right to reasonable control over the nature and extent of expenses incurred in connection with such claim(s). Parent shall notify the XxxXxxxx Official of its assumption of the defense of such claim; and after such notice from Parent to the XxxXxxxx Official, Parent shall not be liable to the XxxXxxxx Official for indemnification under Section 5.13(b) of the Merger Agreement for any legal expenses of other counsel or any other expenses of defense subsequently incurred by such indemnified party.
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Notice and Assumption of Defense. If one or more of the Indemnitees receives notice of any legal proceeding with respect to which indemnification may be sought against the Company pursuant to Section 9.01(a) (a “Proceeding”), the Indemnitees shall notify the Company of the Proceeding in writing within ten (10) days of the commencement of the Proceeding. However, failure by the Indemnitees to so notify the Company shall not relieve the Company from any liability, except to the extent that the failure to notify the Company shall actually have prejudiced the defense of any Proceeding. The Company will be entitled to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnitees or to otherwise participate in the Proceeding. If the Company elects to assume the defense of the Proceeding, it then shall pay all costs of defense.
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Notice and Assumption of Defense. Hadasit shall promptly provide the Company with written notice of the circumstances of any Claim potentially subject to indemnification and receipt of any claim, suit, demand or notice with respect thereto. Hadasit shall allow the Company to assume the defense of any such Claim, including the right to select counsel of its choosing and the right to compromise or settle any loss; provided however that, without the written consent of the Indemnitees, the Company will not consent to the entry of any judgment with respect to the matter, or enter into any settlement that does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnitees from all liability with respect thereto. If the Company is required to defend any Claim, Hadasit shall, and shall cause its employees and agents to, at the Company’s sole expenses, to cooperate fully in the defense thereof and furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Company in connection therewith. In no event shall Hadasit compromise, settle or otherwise admit any liability with respect to any Claim subject to indemnification under this Agreement without the prior written consent of the Company, which shall not be unreasonably withheld or delayed.
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Notice and Assumption of Defense. Hadasit shall promptly provide the Company with written notice of the receipt of any claim, suit, demand or notice with respect thereto. Hadasit shall allow the [ * ] to assume the defense of any such Claim, including the right to select counsel of its choosing and the right to compromise or settle any loss. The Indemnitee shall be entitled, at its discretion, to engage separate legal counsel to represent such Indemnitee with respect to any such claim or action, at its sole expense. If the [ * ] is required to defend any Claim, [ * ] shall, and shall cause the applicable Indemnitee to, at the [ * ] expense, cooperate fully in the defense thereof and furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the [ * ] in connection therewith. In no event shall [ * ] compromise, settle or otherwise admit any liability with respect to any Claim subject to indemnification under this Agreement without the prior written consent of the [ * ].
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Notice and Assumption of Defense. Any Party entitled to indemnification under Section 9.1 or 9.2 shall give notice to the indemnifying Party of any Claim that may be subject to indemnification promptly after learning of such Claim, but the omission to so notify the indemnifying Party promptly will not relieve the [*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. indemnifying Party from any liability under Section 9.1 or 9.2 except to the extent that the indemnifying Party shall have been prejudiced as a result of the failure or delay in providing such notice. If a Party acknowledges in writing that it is obligated to provide indemnification for any Claim (any such Claim being referred to as a “Covered Claim”), it shall have the right to assume and control the defense and settlement thereof unless (a) after assumption of the defense, it fails to diligently provide such defense through counsel reasonably satisfactory to the indemnified Party; (b) the Parties have a conflict of interest with respect to such Covered Claim; or (c) the resolution of such Covered Claim reasonably could be expected to include a non-monetary remedy that would be material and adverse to the indemnified Party. In all events, the Party not controlling the defense shall cooperate in the defense and shall have the right to participate in the defense at its own expense. The indemnified Party shall provide the indemnifying Party with all information in its possession and all assistance reasonably necessary to enable the indemnifying Party to carry on the defense of any such Covered Claim.
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Related to Notice and Assumption of Defense

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Transfer and Assumption (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.3. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment. SECTION 2.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

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