Defend. Any obligation to pay for or furnish counsel at the expense of the promisor to defend a promisee, the promisee's independent contractors, agents, employees, or indemnitees against claims alleged or brought against the promisee, the promisee's independent contractors, agents, employees, or indemnitees by a third party alleged or brought in any court or other tribunal, including forms of alternative dispute resolution required by law or contract, before the court or tribunal has reached a final determination of fault.
Defend the obligation of the indemnitor (i) to defend the indemnitees at its sole expense, or at the indemnitees’ election (ii) to reimburse the indemnitees for the indemnitees’ reasonable expenses incurred in defending themselves. Notwithstanding the indemnitee’s election of option (i) above, the indemnitee shall be entitled to participate in its defense at its sole cost.
Defend. Bxxxxxxx will defend, at its cost, Bxxxxxxx’s title to the Collateral and the security interest of the Lender against all claims and demands of any Persons whomsoever at any time claiming the same or any interests under this Article IV adverse to Lxxxxx.
Defend. The Pledgor shall promptly notify the Holder and the Agent of any Lien or other claim made or asserted against any of the Pledged Shares and shall defend the Security Interest in the Pledged Shares against any and all claims and demands whatsoever including any adverse claim as defined in the STA;
Defend. Without limiting the obligations set forth as a separate obligation under this Agreement, a Party agrees to defend any claims (“Defending Party”) that may be brought against the other Party (“Defended Party”) arising out of or in connection with the acts or omissions of the Defending Party in connection with this Agreement. In fulfilling its defense obligations, the Defending Party may employ counsel of its own choice at its expense; provided, however, the Defended Party shall have the opportunity to participate in its own defense and to engage counsel of its own choice at its own expense. The Defending Party shall have the right to settle any such matter when settlement is at the Defending Party’s sole cost and expense and such settlement shall not work to the detriment of the Defended Party. Further, the Defending Party will reimburse the Defended Party for any defense costs incurred by the Defended Party, as well as any costs incurred by the Defended Party in enforcing the Defending Party’s obligations hereunder.
Defend. Shall defend the Collateral against all claims and demands of all Persons, except for Permitted Liens;
Defend. To defend the title to the Collateral against all persons and all claims and demands whatsoever, which Collateral, except for the security interest granted hereby, is lawfully owned by the Borrower. The Borrower agrees not to transfer legal or equitable title to the Collateral to any other party without the Lender's prior written consent. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or otherwise to Lender or to which the Lender has specifically consented in writing.
Defend. The Chargor shall promptly notify Pretium of any Lien or other claim made or asserted against any of the Secured Assets and shall defend the Charges in the Secured Assets against any and all claims and demands whatsoever including any adverse claim.
Defend. Each Grantor shall promptly notify the Collateral Agent of any Lien or other adverse claim made or asserted against any of the Pledged Securities and shall defend the Collateral Agent’s security interest in the Pledged Securities against any and all claims and demands whatsoever including any adverse claim as defined in the STA;
Defend indemnify and hold University of California, its officers, employees and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of School District, its officers, agents or employees.
