Common use of Contractor’s Power and Authority Clause in Contracts

Contractor’s Power and Authority. The Contractor warrants that it has full power and authority to grant the rights herein granted and will reimburse the State for any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this Contract. a) The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services or the Department of Technology, as applicable, will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and

Appears in 9 contracts

Samples: Software as a Service (Saas) Agreement, Software as a Service Agreement, Software as a Service Agreement

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Contractor’s Power and Authority. The Contractor warrants that it has full power and authority to grant the rights herein granted and will reimburse hold the State for harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this Contract. a) The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise othewise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services or the Department of Technology, as applicable, State will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; andand (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.

Appears in 4 contracts

Samples: Contract, Contract, Contract

Contractor’s Power and Authority. The Contractor warrants that it has full power and authority to grant the rights herein granted and will reimburse hold the State for harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this Contract. a) The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services or the Department of Technology, as applicable, State will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; andand (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.

Appears in 4 contracts

Samples: Contract, Contract, Contract

Contractor’s Power and Authority. The Contractor warrants that it has full power and authority to grant the rights herein granted and will reimburse hold the State for harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this Contract. a) The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services or the Department of Technology, as applicable, State will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and

Appears in 3 contracts

Samples: Contract, Contract, Contract

Contractor’s Power and Authority. The Contractor contractor warrants that it has full power and authority to grant the rights herein granted and will reimburse hold the State for harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this Contractcontract. a) The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services or the Department of Technology, as applicable, State will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; andand (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.

Appears in 2 contracts

Samples: Contract, Contract

Contractor’s Power and Authority. The Contractor warrants that it has full power and authority to grant the rights herein granted and will reimburse hold the State for harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this Contract.Contract.‌ a) a. The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) The b. Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys' fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services or the Department of Technology, as applicable, State will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; andand (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.‌

Appears in 2 contracts

Samples: General Provisions, General Provisions

Contractor’s Power and Authority. The Contractor warrants that it has full power and authority to grant the rights herein granted and will reimburse hold the State for harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this Contract.any a) The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services or the Department of Technology, as applicable, will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; andand (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.

Appears in 1 contract

Samples: Contact Tracing Solution Agreement

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Contractor’s Power and Authority. The Contractor contractor warrants that it has full power and authority to grant the rights herein granted and will reimburse hold the State for harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this Contractcontract. a) The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) The Contractor Conttracttor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services or the Department of Technology, as applicable, State will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; andand (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.

Appears in 1 contract

Samples: Contract

Contractor’s Power and Authority. The Contractor warrants that it has full power and authority to grant the rights herein granted and will reimburse the State for any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this Contract. a) . The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) and The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services or the Department of Technology, as applicable, will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; andand (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.

Appears in 1 contract

Samples: Software as a Service (Saas) Agreement

Contractor’s Power and Authority. The Contractor warrants that it has full power and authority to grant the rights herein granted and will reimburse the State for any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor avers that it will not enter into any arrangement with any third third-party which might abridge any rights of the State under this Contract. a) The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement STATE OF CALIFORNIA DEPARTMENT OF TECHNOLOGY DELL MARKETING LP AGREEMENT NO. 20-14312, SC NO. 00-0000000 would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the California Department of General Services or the Department of Technology, as applicable, Technology will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; andand (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.

Appears in 1 contract

Samples: Cloud Services Agreement

Contractor’s Power and Authority. The Contractor warrants that it has full power and authority to grant the rights herein granted and will reimburse the State for any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this Contract. a) The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the California Department of General Services or the Department of Technology, as applicable, Technology will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; andand (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.

Appears in 1 contract

Samples: Service Agreement

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