Defense Obligation. If any such action is brought against Landlord with respect to any event for which Tenant has agreed to indemnify Landlord pursuant to Section 15a above, then Tenant, upon notice from Landlord, shall defend the same through counsel reasonably acceptable to Landlord. The provisions of this Section shall survive the termination of this Lease.
Defense Obligation. In any action in which School is obligated to provide Company with a defense, School shall at its cost and expense, fully and diligently defend Company against any claims brought, investigations undertaken or actions filed which concern claims for which Company is entitled to indemnification under paragraphs 5.1, 5.2, and 5.3.
Defense Obligation. In any action in which District is obligated to provide Company with a defense, District shall at its cost and expense, fully and diligently defend Company against any claims brought, investigations undertaken or actions filed which concern claims for which Company is entitled to indemnification under paragraphs 5.1, 5.2, and 5.3.
Defense Obligation. If a third party initiates an administrative or judicial proceeding challenging the execution of this Agreement, the legality of this Agreement, or any actions taken to comply with this Agreement (except for CEQA related challenges), then the parties shall take the following actions:
(a) Defend vigorously this Agreement, the authority of either of the parties to execute this Agreement, or any action to comply with this Agreement, and oppose and defend against any attempt to prevent either of the parties from performing any of the requirements contained in this Agreement.
(b) Prosecute fully such defense or opposition set forth above and, if the judicial, administrative or other action proceeding is not dismissed voluntarily, obtain a final order or decision from the judicial, administrative, or other decision maker.
Defense Obligation. If any such action is brought against either party, then the other party, upon notice from the indemnified party, shall defend the same through counsel selected by the indemnified party’s insurer, or other counsel acceptable to the indemnified party.
Defense Obligation. Engineer covenants and agrees to name City as an additional insured under the Engineer’s insurance policies associated with this agreement, except Workers Compensation and Professional Liability, and provide any defense provided by the policies upon demand by the City for claims, liens, proceedings, actions or causes of action, other than claims based wholly or partly on the negligence of, fault of, or breach of contract by the City, the City’s agent, the City’s employees or other entities, excluding the Engineer or the Engineer’s agent, employee or sub consultant, over which the City exercises control.
Defense Obligation. (1) STK and EDS (each a "First Party") each agree to defend, the other Party ("Second Party") and the Second Party's respective, past and present (as applicable) officers, directors, representatives, agents, and successors, from and against any action to the extent that such action is based on a third party claim that the Software (other than Third Party Software, which by definition does not include EDS Vendor Software) provided by the First Party, the Confidential Information provided by the First Party, or any other deliverable provided by the the First Party to the Second Party, or any part thereof, (collectively "IP Items")
(a) infringes a copyright perfected under applicable United States law,
(b) infringes a patent granted under applicable United States law, or
(c) constitutes an unlawful disclosure, use or misappropriation of another party's trade secret.
(2) The First Party will:
(a) bear the expenses of such defense, including without limitation court costs, attorneys' fees, and other related expenses, each as they come due, and
(b) pay any damages, attorneys' fees, and expenses of such defense that are attributable to such claim finally awarded by a court of competent jurisdiction.
Defense Obligation. COMPANY shall defend MICROSOFT, its subsidiaries, and Affiliated Companies from and against any claims, losses and damages relating to any Company Claim. COMPANY's obligations to defend MICROSOFT shall only apply provided that COMPANY is immediately notified in writing of any such Company Claim. At MICROSOFT's sole option, MICROSOFT may participate in the selection of counsel, defense and settlement of any Company Claim covered by this Section 7, or may tender sole control over the defense or settlement of the Company Claim to COMPANY. If MICROSOFT chooses to participate in the selection of counsel, defense and settlement of such claims, the parties shall work together in good faith to reach decisions which are mutually acceptable to both parties. MICROSOFT shall provide reasonable assistance in the defense of all Company Claims.
Defense Obligation. Contractor’s obligation to defend and indemnify DOJ under Section
9.1 is conditioned on DOJ providing to Contractor prompt notification of any claim or potential claim of which DOJ becomes aware that may be the subject of that obligation. However, to the extent DOJ’s notice is delayed, Contractor’s obligation to defend is foregone only to the extent it is prejudiced by the delay. Contractor may control the defense and settlement of any claim that is subject to Section 9.1. However, neither Contractor nor any attorney engaged by Contractor may defend the claim in the name of DOJ or State of Oregon, nor purport to act as legal representative of the State of Oregon, without the approval of the Oregon Attorney General. Contractor may not settle any claim on behalf of the State of Oregon without the approval of the Oregon Attorney General. The State of Oregon may, at its election and Contractor’s expense, assume its own defense by providing notice to Contractor.
Defense Obligation. If any such action described in 15a above is brought against Landlord or Tenant, then the indemnifying party, upon notice from the indemnified party, shall defend the same through counsel selected by the indemnifying party’s insurer, or other counsel acceptable to the indemnified party and the indemnifying party’s insurer. The provisions of this Section shall survive the termination of this Lease.
