Defense Provision Sample Clauses

Defense Provision. The Board shall provide for the defense of a teacher, in any state or federal court, in any civil action or proceeding, to recover damages for injury, death, or loss to persons or property allegedly caused by an act or omission of the teacher in connection with a governmental or proprietary function, if the act or omission occurred or is alleged to have occurred while the teacher was acting in good faith, and not manifestly outside the scope of his/her employment or official responsibilities. Amounts expended by the Board in the defense of any teacher shall be from funds appropriated for this purpose or from proceeds of insurance. The duty to provide for the defense of a teacher specified in this section does not apply in a civil action or proceeding that is commenced by or on behalf of a political subdivision.
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Defense Provision. The Parties agree to each defend their respective employees, agents, officers and servants from and against any and all lawsuits, claims, demands and causes of action of any kind arising from any act, error or omission by the respective Party’s employees, agents, officers and servants with respect to performance of each respective party’s obligations under the term of this agreement. Any party receiving a lawsuit, claim, demand or cause of action subject to this provision of this Agreement shall provide each Party a copy of the lawsuit, claim, demand or cause of action and shall deliver it to the Texas Municipal League Intergovernmental Risk Pool and the Texas Association of Counties Risk Management Pool for defense and for the coordination of cooperative self-insurance benefits seeking the defense for all respective Parties. All defending Parties shall enter into a Joint Defense Agreement to defend any and all claims. In the event of a lawsuit, claim, demand or cause of action, raised it is determined not to be a covered claim by the respective Risk Pool or Risk Management Pool, the Party or Parties’ whose employees, agents, officers and servants allegedly committed the act or omission that brought rise to the lawsuit, claim, demand or cause of action, shall reimburse all expenses, including, but not limited to, any deductibles paid to any Risk Pool or Risk Management Pool, and any other expenses paid by any other defending Party for attorney’s fees, expert fees, administrative costs, costs of court and any damages awarded and paid by any defending Party to the agreement. Such payments are due on an annual basis at the end of each Fiscal Year the matter is pending and shall continue to be due on an annual basis until paid in full after the matter disposed of by final judgment or prejudicial dismissal. This provision survives termination of the Agreement if a claim is pending at the time of termination. Nothing herein shall be deemed in any manner to constitute a waiver of any immunity or affirmative defense which may be asserted by the County or the City pursuant to law. Nor shall this provision be in any manner construed to create a cause of action for the benefit of any person not a party to this Agreement not otherwise existing at law.
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Defense Provision. The Parties agree to be obligated to defend and hold-harmless one another and their respective employees, agents, officers and servants from and against any and all lawsuits, claims, demands and causes of action of any kind arising from any act, error or omission by the respective Party’s employees, agents, officers and servants with respect to performance of each respective party’s obligations under the term of this agreement. Any party receiving a lawsuit, claim, demand or cause of action subject to this provision of this Agreement shall provide each Party a copy of the lawsuit, claim, demand or cause of action and shall deliver it to the Texas Municipal League Intergovernmental Risk Pool and the Texas Association of Counties Risk Management Pool for defense and for the coordination of cooperative self- insurance benefits seeking the defense for all respective Parties. All defending Parties shall enter into a Joint Defense Agreement to defend any and all claims. In the event of a lawsuit, claim, demand or cause of action, raised it is determined not to be a covered claim by the respective Risk Pool or Risk Management Pool, the Party or Parties’ whose employees, agents, officers and servants allegedly committed the act or omission that brought rise to the lawsuit, claim, demand or cause of action, shall reimburse all expenses, including, but not limited to, any deductibles paid to any Risk Pool or Risk Management Pool, and any other expenses paid by any other defending Party for attorney’s fees, expert fees, administrative costs, costs of court and any damages awarded and paid by any defending Party to the agreement. Such payments are due on an annual basis at the end of each Fiscal Year the matter is pending and shall continue to be due on an annual basis until paid in full after the matter disposed of by final judgment or prejudicial dismissal. This provision survives termination of the Agreement if a claim is pending at the time of termination. Nothing herein shall be deemed in any manner to constitute a waiver of any immunity or affirmative defense which may be asserted by the County or the City pursuant to law. Nor shall this provision be in any manner construed to create a cause of action for the benefit of any person not a party to this Agreement not otherwise existing at law.
Sample 1

Related to Defense Provision

  • RECAPTURE PROVISION In the event the ORGANIZATION fails to expend these funds in accordance with state law and/or the provisions of this Agreement, the COUNTY reserves the right to recapture funds in an amount equivalent to the extent of noncompliance. Such right of recapture shall exist for a period of two (2) years following release of any report from an audit conducted by the COUNTY and/or the State Auditor’s Office under the Section 4 (EVALUATION AND MONITORING) provisions or the 3-year records retention period required under Section 4 (EVALUATION AND MONITORING), whichever occurs later. Repayment by the ORGANIZATION of any funds recaptured under this provision shall occur within twenty (20) days of any demand. In the event the COUNTY is required to institute legal proceedings to enforce this recapture provision, the COUNTY shall be entitled to its costs thereof, including reasonable attorney’s fees.

  • Notice Provision Any notice, payment, demand or communication required or permitted to be delivered or given by the provisions of this Agreement shall be deemed to have been effectively delivered or given and received on the date personally delivered to the respective party to whom it is directed, or when deposited by registered or certified mail, with postage and charges prepaid and addressed to the parties at the addresses set forth below opposite their signatures to this Agreement.

  • Defense and Indemnification a. The Contractor hereby agrees to defend, indemnify, reimburse and hold harmless the City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify the City for any acts or omissions of the Contractor or its subcontractors either passive or active, irrespective of fault, including the City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of the City.

  • Arbitration Provision Any and all Arbitrable Disputes (except to the extent injunctive relief is sought) shall be resolved through the use of binding arbitration using, in the case of an Arbitrable Dispute involving a dispute of an amount equal to or greater than $1,000,000 or non-monetary relief, three arbitrators, and in the case of an Arbitrable Dispute involving a dispute of an amount less than $1,000,000, one arbitrator, in each case in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Article 26 and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Article 26 will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“Claimant”) serving written notice on the other Party (“Respondent”) that Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed, and, in the of an Arbitrable Dispute involving a dispute of an amount less than $1,000,000, such third arbitrator shall act as the sole arbitrator, and the sole role of the first two arbitrators shall be to appoint such third arbitrator. Claimant will pay the compensation and expenses of the arbitrator named by or for it, and Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties who have never been officers, directors or employees of the Operator, the Company or any of their Affiliates and (b) have not less than seven (7) years’ experience in the energy industry. The hearing will be conducted in the State of Delaware or the Philadelphia Metropolitan area and commence within thirty (30) days after the selection of the third arbitrator. The Company, the Operator and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages. Notwithstanding anything herein the contrary, the Company may not dispute any amounts with respect to an invoice delivered in accordance with Section 3.8 that the Company has not objected to within one hundred twenty (120) days of receipt thereof. No Event of Default shall occur if the subject matter underlying such potential Event of Default is the subject matter of any dispute that is pending resolution or arbitration under this Article 26 until such time that such dispute is resolved in accordance with this Article 26.

  • Leave Provisions Clause No. Title

  • Defense of Claims Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, if any, the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

  • Other Leave Provisions 1. The Board shall provide a substitute for those who serve on jury duty, National Guard and Reserve military duty, and who are subpoenaed to participate in court proceedings in which they are not involved as a party litigant or have an interest in the outcome of the proceeding. The Board shall pay the difference between compensation (excluding a travel allowance) for jury duty and the teacher’s salary if such duty is during teacher employment days.

  • Defense and Indemnity The Party shall defend the State and its officers and employees against all third party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits. After a final judgment or settlement, the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party in connection with the performance of this Agreement. The Party shall indemnify the State and its officers and employees if the State, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of the Party or an agent of the Party in connection with the performance of this Agreement. Notwithstanding any contrary language anywhere, in no event shall the terms of this Agreement or any document furnished by the Party in connection with its performance under this Agreement obligate the State to (1) defend or indemnify the Party or any third party, or (2) otherwise be liable for the expenses or reimbursement, including attorneys’ fees, collection costs or other costs of the Party or any third party.

  • CLOSING PROVISIONS (a) Subscriber agrees to be identified as a customer of JetBrains and agrees that JetBrains may refer to Subscriber by name, trade name and trademark, if applicable, and may briefly describe Subscriber’s business in JetBrains marketing materials, on JetBrains Site, and in public or legal documents. Subscriber hereby grants JetBrains a worldwide, non-exclusive, royalty-free license to use Subscriber’s name and any of Subscriber’s trade names and trademarks solely pursuant to this marketing section.

  • RELEASE OF LIABILITY, WAIVER OF CLAIMS AND INDEMNITY AGREEMENT In consideration of THE RELEASEES allowing me to participate in wilderness activities, I hereby agree as follows:

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