Defense Obligation Sample Clauses

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 those policies (excluding Workers Compensation and Professional Liability) 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. In any action in which School is obligated to provide City with a defense, School shall at its cost and expense, fully and diligently defend City against any claims brought, investigations undertaken or actions filed which concern claims for which City is entitled to indemnification under paragraphs 5.1, 5.2, and 5.3.

Defense Obligation. In the event a claim, action, suit or demand is brought or made against Licensee that use of the Licensed Technology infringes any US patent right, copyright, trade secret or other US proprietary right of such third party, Licensors shall, if so requested in writing by Licensee, both assume the costs of defense of such claim, action, suit or demand and control the conduct of such defense using counsel of their choosing, provided that Licensee gives Licensors prompt notice of the bringing or making of any such claim, action, suit or demand, and provides such reasonable; instance as Licensors may request in the conduct of such, defense. License may at its own cost and expense assist in such defense using counsel of its own choosing, and may at any time assume full control of the conduct of its own defense after which time it shall assume all costs and expenses and pay all Damages (as defined below) and amounts payable pursuant to any settlement, compromise, consent to judgment or voluntary disposition incurred in connection therewith notwithstanding anything in this Section 16 to the contrary. If Licensee elects at any time to defend itself in or against such claim, action, suit or demand, Licensors may at their own expense assist in such defense using counsel of their own choosing.

Defense Obligation. If any such action is brought against Landlord, then Tenant, upon notice from Landlord, shall defend the same through counsel selected by Landlord’s insurer, or other counsel acceptable to Landlord. The provisions of this Section shall survive the termination of this Lease.

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 any such action is brought against either party and indemnification applies pursuant to this Section, then indemnifying party, upon notice from indemnified party, shall defend the same through counsel reasonably acceptable to the indemnified party. The provisions of this Section shall survive the termination of this Lease.

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.