Defense Qualification Sample Clauses

Defense Qualification. Notwithstanding Consultant’s foregoing defense obligations, neither Consultant nor any attorney engaged by Consultant shall defend any claim in the name of the State of Oregon or any agency of the State of Oregon, nor purport to act as legal representative of the State of Oregon or any of its agencies, without the prior written consent of the Oregon Attorney General. The State of Oregon may, at any time at its election assume its own defense and settlement in the event that it determines that Consultant is prohibited from defending the State of Oregon, or that Consultant is not adequately defending the State of Oregon's interests, or that an important governmental principle is at issue or that it is in the best interests of the State of Oregon to do so. The State of Oregon reserves all rights to pursue any claims it may have against Consultant if the State of Oregon elects to assume its own defense.
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Defense Qualification. Neither Consultant nor any attorney engaged by Consultant shall defend or purport to defend a claim in the name of the Agency, the State of Oregon, the OTC or ODOT without first receiving from the applicable entity, authority to act as legal counsel, nor shall Consultant settle any claim on behalf of the foregoing entities without the approval of these entities. The Agency, the State of Oregon, the OTC or ODOT may, at their election and expense, assume their own defense and settlement.
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Defense Qualification. Neither Carrier nor any attorney engaged by Carrier shall defend any claim in the name of DCBS or the State of Oregon or any agency of the State of Oregon, nor purport to act as the legal representative of the State of Oregon or DCBS, or any of its agencies, without the prior written consent of DCBS and the Oregon Attorney General. The State of Oregon may, at any time at its election, assume its own defense and settlement in the event that it determines that Carrier is prohibited from defending the State of Oregon, that Carrier is not adequately defending the State of Oregon’s interests, that an important governmental principle is at issue, or that it is in the best interests of the State of Oregon to do so. The State of Oregon reserves all rights to pursue any claims it may have against Carrier if the State of Oregon elects to assume its own defense. Furthermore, notwithstanding Carrier’s foregoing indemnity and defense obligations to DCBS, and without waiving DCBS’s right to recover attorneys’ fees and costs as provided in paragraph
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Defense Qualification. Neither Carrier nor any attorney engaged by Xxxxxxx shall defend any claim in the name of OHA or the State of Oregon or any agency of the State of Oregon, nor purport to act as the legal representative of the State of Oregon or OHA, or any of its agencies, without the prior written consent of OHA and the Oregon Attorney General. The State of Oregon may, at any time at its election, assume its own defense and settlement in the event that it determines that Carrier is prohibited from defending the State of Oregon, that Carrier is not adequately defending the State of Oregon’s interests, that an important governmental principle is at issue, or that it is in the best interests of the State of Oregon to do so. The State of Oregon reserves all rights to pursue any claims it may have against Carrier if the State of Oregon elects to assume its own defense. Furthermore, notwithstanding Carrier’s foregoing indemnity and defense obligations to OHA, and without waiving OHA’s right to recover attorneys’ fees and costs as provided in section 8.1 and to the fullest extent permitted by law, OHA may, at any time at its election, assume its own defense and settlement in the event that it determines that Carrier is prohibited from defending OHA, that Carrier is not adequately defending OHA’s interests, that an important governmental principle is at issue, or that it is in the best interests of OHA to do so. OHA reserves all rights to pursue any claims it may have against Carrier if OHA elects to assume its own defense.
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Defense Qualification. Neither Carrier nor any attorney engaged by Carrier shall defend any claim in the name of DCBS or the State of Oregon or any agency of the State of Oregon, nor purport to act as the legal representative of the State of Oregon or DCBS, or any of its agencies, without the prior written consent of DCBS and the Oregon Attorney General. The State of Oregon may, at any time at its election, assume its own defense and settlement in the event that it determines that Carrier is prohibited from defending the State of Oregon, that Carrier is not adequately defending the State of Oregon’s interests, that an important governmental principle is at issue, or that it is in the best interests of the State of Oregon to do so. The State of Oregon reserves all rights to pursue any claims it may have against Carrier if the State of Oregon elects to assume its own defense. Furthermore, notwithstanding Carrier’s foregoing indemnity and defense obligations to DCBS, and without 8.1 and to the fullest extent permitted by law, DCBS may, at any time at its election, assume its own defense and settlement in the event that it determines that Carrier is prohibited from defending DCBS, that Carrier is not adequately defending DCBS’s interests, that an important governmental principle is at issue, or that it is in the best interests of DCBS to do so. DCBS reserves all rights to pursue any claims it may have against Carrier if DCBS elects to assume its own defense.
Sample 1
Defense Qualification. Neither Carrier nor any attorney engaged by Xxxxxxx shall defend any claim in the name of DCBS or the State of Oregon or any agency of the State of Oregon, nor purport to act as the legal representative of the State of Oregon or DCBS, or any of its agencies, without the prior written consent of DCBS and the Oregon Attorney General. The State of Oregon may, at any time at its election, assume its own defense and settlement in the event that it determines that Carrier is prohibited from defending the State of Oregon,
Sample 1
Defense Qualification. Notwithstanding Carrier’s foregoing defense obligations, neither Carrier nor any attorney engaged by Carrier shall defend any claim in the name of the state of Oregon or Cover Oregon or any agency of the state of Oregon, nor purport to act as the legal representative of the state of Oregon or Cover Oregon, or any of its agencies, without the prior written consent of the Oregon Attorney General. The state of Oregon may, at any time at its election, assume its own defense and settlement in the event that it determines that Carrier is prohibited from defending the state of Oregon, or that Carrier is not adequately defending the state of Oregon’s interests, or that an important an important governmental principle is at issue, or that it is in the best interests of the state of Oregon to do so. The state of Oregon reserves all rights to pursue any claims it may have against Carrier if the state of Oregon elects to assume its own defense. Furthermore, notwithstanding Carrier’s foregoing indemnity and defense obligations to Cover Oregon and without waiving Cover Oregon’s right to recover attorneys’ fees and costs as provided in section 13 to the fullest extent permitted by law, Cover Oregon may, at any time at is election, assume its own defense and settlement in the event that it determines that Carrier is prohibited from defending Cover Oregon, or that Carrier is not adequately defending Cover Oregon’s interests, or that an important governmental principle is at issue, or that it is in the best interests of Cover Oregon to do so. Cover Oregon reserves all rights to pursue any claims it may have against Carrier if Cover Oregon elects to assume its own defense.
Sample 1
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Defense Qualification. Neither Carrier nor any attorney engaged by Xxxxxxx shall defend any claim in the name of OHA or the State of Oregon or any agency of the
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Related to Defense Qualification

  • Due Qualification Seller is duly qualified to do business as a foreign corporation, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification.

  • Tax-Free Qualification (a) Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts to, and cause each of their respective Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code, (ii) cause the Trident Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (iii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede (A) the Mergers, taken together from being treated as an “exchange” described in Section 351(a) of the Code and (B) the Trident Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (b) Sun shall use its reasonable best efforts to, and cause each of its Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code and (ii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Sun shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede the Mergers, taken together, from qualifying as an “exchange” described in Section 351(a) of the Code. (c) Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of the parties shall report the Mergers for U.S. federal income tax purposes collectively as an “exchange” within the meaning of Section 351(a) of the Code. Parent will (and following the Closing will cause the Trident Surviving Corporation and the Sun Surviving Corporation, as applicable, to) file all required information with its Tax Returns and maintain all records required for Tax purposes.

  • Tax Qualification Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination.

  • Due Qualification and Good Standing The Borrower is in good standing in the State of Delaware. The Borrower is duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business, assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which it is a party and its Constituent Documents, requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

  • STAFF QUALIFICATIONS CONTRACTOR shall ensure that all individuals employed, contracted, and/or otherwise hired by CONTRACTOR to provide classroom and/or individualized instruction or related services hold a license, certificate, permit, or other document equivalent to that which staff in a public school are required to hold in the service rendered consistent with Education Code section 56366.1(n)(1) and are qualified pursuant to Title 34 of the Code of Federal Regulations sections 200.56 and 200.58, and Title 5 of the California Code of Regulations sections 3001(y), 3064 and 3065. Such qualified staff may only provide related services within the scope of their professional license, certification or credential and ethical standards set by each profession, and not assume responsibility or authority for another related services provider or special education teacher’s scope of practice. CONTRACTOR shall ensure that all staff are appropriately credentialed to provide instruction and services to students with the disabling conditions placed in their program/school through documentation provided to the CDE (5 CCR 3064 (a)).

  • Foreign Qualification Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.

  • Minimum Qualifications If applicable pursuant to Article 3, I acknowledge that the Bidder meets the minimum qualification requirements established for this solicitation.

  • Foreign Qualifications An officer of the Company shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any foreign jurisdiction in which the Company may wish to conduct business.

  • Required Qualifications At all times during the term of the Contract, Vendor shall have available, under direct employment and supervision and/or subcontract agreement fully incorporating the terms and conditions of the Contract Documents, the required qualified and properly licensed (as applicable) personnel to properly fulfill all the terms and conditions of the Contract.

  • Existence, Qualification and Power Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

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