Defense of Legal Actions. Each party to this Contract shall advise the other as to matters that come to its attention with respect to potential substantial legal actions involving allegations that may give rise to a claim for indemnification from the other. Each party shall fully cooperate with the other in the defense of any action arising out of matters related to this Contract by providing without additional fee all reasonably available information relating to such actions and by providing necessary testimony.
Defense of Legal Actions. If the claim which is the subject of any notification given pursuant to Section 7.4(A) is based on a legal action filed by any third person (a “Third Party Claim”), the Indemnifying Party shall have the right to take over the defense thereof, but the Indemnifying Party shall notify the Indemnified Party within ten (10) Business Days of its receipt of a claim notice pursuant to Section 7.4(A) as to whether or not it will assume the defense against such Third Party Claim.
Defense of Legal Actions. If any Participant or Beneficiary brings legal action against the Trust, the result of which shall be adverse to the party bringing suit, or if any dispute shall arise as to the person or persons to whom payment or delivery of any funds shall be made by the Trustee, the cost to the Trust of defending such suit may be a lien against the account of the Participant whose interest is in issue if the Participant is given prior notice of an impending lien and there is a judicial hearing on the probable validity of the Trustee’s claim.
Defense of Legal Actions. If the claim which is the subject of any notification given pursuant to Section 8.3(A) is based on a legal action filed by any third person (a “Third Party Claim”), the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim and, provided that within fifteen (15) days after receipt of such written `notice the Indemnifying Party confirms in writing its responsibility therefor and demonstrates to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to have the right to take over the defense thereof with counsel reasonably satisfactory to the Indemnified Party
Defense of Legal Actions. A. Subject to the limitations contained in F.S.§111.07, the CLEARWATER P.D. shall defend any lawsuit filed against the CLEARWATER P.D. or the SRO which arises out of services performed by the CLEARWATER P.D. CLEARWATER P.D. procedures shall be followed in handling such suits. The CLEARWATER P.D. shall pay any judgment rendered against it according to law. Nothing contained herein shall be construed to waive the provisions of F.S.§. 768.28 as the same applies to both the CLEARWATER P.D. and the BOARD.
Defense of Legal Actions. At the indemnified Party's request, the indemnifying Party shall defend any suit asserting a claim covered by this indemnity and shall pay all costs and expenses (including reasonable fees, disbursements and expenses for attorneys and experts) that may be incurred in enforcing this indemnity. The indemnified Party may, at its own expense, retain separate counsel and participate in the defense of any such suit or action. The indemnifying Party shall not compromise or settle a claim hereunder without the prior written consent of the indemnified Party, provided, however, that if such consent is withheld then the liability of the indemnifying Party shall be limited to the aggregate of the amount of the proposed settlement or compromise, the amount of fees, disbursements and expenses for attorneys and experts outstanding at the time such consent shall have been withheld, and the amount of any outstanding claim against which the indemnification applies and which is not covered by the proposed settlement or compromise (together with all costs and expenses associated with such outstanding claim). Thereafter, the indemnified Party shall hold harmless and reimburse the indemnifying Party, upon demand, for the amount of any additional liability, fees, disbursements and expenses for attorneys and experts incurred by the indemnifying Party in excess of the amounts described above after such consent shall have been withheld.
Defense of Legal Actions. Notwithstanding his termination of employment with the Company, Blum xxx the Company hereby agree mutually to cooperate with one another and use their best efforts to assist each other in the defense of any existing, threatened or future lawsuit, arbitration, administrative hearing or other regulatory proceeding, or other similar legal action against either the Company and/or Blum xxxrein the Company or Blum xxxermines that the other's cooperation and/or assistance is needed for preparation of an effective defense of such action(s). Notwithstanding the foregoing, in the event it is determined that a conflict of interest has developed in connection with that certain class action lawsuit entitled Willx x. Willxxx X. Xxxx, xx al., Action No. SA CV 96-261 GLT, pending in the United States District Court for the Central District of California, such that Blum xx required to retain separate counsel to represent his interests, nothing herein shall prevent Blum xx the Company, in consultation with his or its counsel, from taking whatever action or position he or it determines, in his or its sole discretion, is in his or its best interest.
