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 indemnify and hold Santa Xxxxx harmless from and against any and all claims, demands, damages, losses, liabilities, costs and expenses, including reasonable attorneys' and consultants' fees, resulting from the breach by Xxxx of its obligations hereunder, provided that any claims, etc. relating to a breach by Xxxx of its representations and warranties under this Agreement may be brought only if Santa Xxxxx has notified Xxxx of such claimed breach within one (1) year after the Closing.
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. 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. Without limiting the obligations under this Agreement, SUPPLIER agrees to defend any Claims which may be brought against COORS arising out of or in connection with the acts or omissions of SUPPLIER in connection with this Agreement. In fulfilling its defense obligations, SUPPLIER may employ counsel of its own choice at its expense; provided, however, COORS shall have the opportunity to participate in its own defense and to engage counsel of its own choice at SUPPLIER'S expense. SUPPLIER shall have the right to settle any such matter when settlement is at SUPPLIER'S sole cost and expense and such settlement shall not work to the detriment of COORS. Further, SUPPLIER will reimburse COORS for any defense costs incurred by COORS, as well as any costs incurred by COORS in enforcing SUPPLIER'S obligations hereunder.
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.
