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.
Defense Against Claims. The County agrees to defend and pay any proper claim 10 against its employees in connection with any claims for damage and/or litigation arising from 11 conduct, acts or omissions of such employees in the scope and course of their employment with the 12 County.
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.
(b) The Borrowers will keep all Collateral and other collateral covered by the Security Documents free and clear of all security interests, liens and encumbrances.
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.
7.5.2 Seller and Buyer will cooperate in determining the defense against any claim referred to in this § 7.5. Seller shall be given adequate opportunity to participate in the defense of such claim. If Buyer, according to its own judgment, cannot be reasonably expected to defend against such claims, Buyer shall allow Seller to take over the defense of such claims at Seller’s own expense on behalf of Discovery or of Buyer.
7.5.3 If the Buyer or Discovery conducts the defense, it shall only be entitled to settle any matter (in whole or in part) after due consultation with the Seller and Seller’s approval, which shall not unreasonably be withheld. If Seller has taken over the defense against such claims, Seller may not settle any matter (in whole or in part) unless (i) Seller has compensated Buyer or Discovery for any damages arising out of such settlement in accordance with this Agreement prior or concurrently with such settlement, and unless (ii) such settlement includes a complete and unconditional release of Buyer and its Affiliates in respect of such claim, excludes any injunctive or non-monetary relief applicable to Buyer or any of its Affiliates and does not limit the conduct of the business of Buyer or Discovery or any of their Affiliates.
7.5.4 Independent of the foregoing, either Party shall be obligated to provide the respective other Party defending against a claim with all necessary documents, information and other support available that could reasonably be required to defend against the claim.
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).
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.
Defense Against Claims. In accordance with applicable provisions in the 21 ARTICLE 20: LABOR-MANAGEMENT COMMITTEE AND TRAINING
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.
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 20
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.
