Duty to Give Notice and Tender Defense Sample Clauses

Duty to Give Notice and Tender Defense. The City shall give Grantee timely written notice of any claim or of the commencement of any action, suit or other proceeding covered by the indemnity in this Section. In the event any such claim arises, the City or any other indemnified party shall timely tender the defense thereof to Grantee and Grantee shall have the obligation and duty to defend any claims arising thereunder, and the City shall cooperate fully therein.
Sample 1Sample 2See All (9)
AutoNDA by SimpleDocs
Duty to Give Notice and Tender Defense. The Grantor shall give the Grantee ten (10) business days written notice of any claim or of the commencement of any action, suit or other proceeding covered by the indemnity in this Section. In the event any such claim arises, the Grantor or any other indemnified party shall tender the defense thereof to the Grantee and the Grantee shall have the obligation and duty to defend, settle or compromise any claims arising thereunder, and the Grantor shall cooperate fully therein. Grantee shall accept or decline the tender within thirty (30) days. Grantee shall reimburse reasonable attorneys’ fees and costs incurred by the Grantor during the thirty (30) day period in which the Grantee accepts or declines tender. In the event that the Grantee declines defense of the claim in violation of Section 4.2, the Grantor may defend such claim and seek recovery from Grantee its expenses for reasonable attorneys’ fees and disbursements, including expert witness fees, incurred by Grantor for defense and in seeking such recovery.
Sample 1Sample 2See All (5)
Duty to Give Notice and Tender Defense. The Indemnitee(s) shall give Franchisee timely written notice of the making of any Claim or the commencement of any action, suit or other proceeding covered by the indemnity in this Section 14. In the event any such Claim arises, the Indemnitee(s) shall tender the defense thereof to Franchisee, and Franchisee shall have the right and duty to defend any Claims arising hereunder and the Indemnitees shall cooperate fully therein.
Sample 1Sample 2
Duty to Give Notice and Tender Defense. The Grantor shall give the Grantee timely written notice of any claim or of the commencement of any action, suit or other proceeding covered by the indemnity obligation in this Section. In the event any such claim arises, the Grantor or any other indemnified party shall tender the defense thereof to the Grantee and the Grantee shall have the obligation and duty to defend, settle or compromise any claims arising thereunder, and the Grantor shall cooperate fully therein. Grantee shall accept or decline the tender within thirty (30) days. Grantee shall reimburse reasonable attorney fees and costs incurred by the Grantor during the thirty
Sample 1
Duty to Give Notice and Tender Defense. The Grantor shall give the Grantee timely written notice of any claim or of the commencement of any action, suit or other proceeding covered by the indemnity in this Section. In the event any such claim arises, the Grantor or any other indemnified party shall tender the defense thereof to the Grantee and the Grantee shall have the obligation and duty to defend any claims arising thereunder, and the Grantor shall cooperate fully therein.
Sample 1
Duty to Give Notice and Tender Defense. ‌ The Grantor shall give the Grantee timely written notice of any claim or of the commencement of any action, suit or other proceeding covered by the indemnity in this Section. In the event any such claim arises, the Grantor or any other indemnified party shall tender the defense thereof to the Grantee and the Grantee shall have the obligation and duty to defend, settle or compromise any claims arising thereunder, and the Grantor shall cooperate fully therein. Grantee shall accept or decline the tender within thirty (30) days. Grantee shall reimburse reasonable attorneys’ fees and costs incurred by the Grantor during the thirty (30) day period in which the Grantee accepts or declines tender. In the event that the Grantee declines defense of the claim in violation of Section 5.3, the Grantor may defend such claim and seek recovery from Grantee its expenses for reasonable attorneys’ fees and disbursements, including expert witness fees, incurred by Grantor for defense and in seeking such recovery. If the Grantee fails to defend as required in Section 8.3 above, then the Grantee agrees to and shall pay all expenses incurred by Cowlitz County, and its officers, agents, and employees, in defending itself with regard to all claims, damages and penalties mentioned in Section 8.3 above. These expenses shall include all out-of-pocket expenses, such as attorney fees, and shall also include the value of any services rendered by any employees of the Grantor.
Sample 1
Duty to Give Notice and Tender Defense. The Grantor shall give the Grantee timely written notice of any claim or of the commencement of any action, suit or other proceeding covered by the indemnity in this Section. In the event any such claim arises, the Grantor or any other indemnified party shall tender the defense thereof to the Grantee and the Grantee shall have the obligation and duty to defend, settle or compromise any claims arising thereunder, and the Grantor shall cooperate fully therein. Grantee shall consult and cooperate with Grantor while conducting its defense of Grantor. Grantor may participate in the defense of a claim, but if Grantee provides a defense at Grantee’s expense, then Grantee shall not be liable for any attorneys’ fees, expenses or other costs that Grantor may incur if it chooses to participate in the defense of a claim, unless and until separate representation as described below in Paragraph 5.3(F) is required. In that event, the provisions of Paragraph 5.3(F) shall govern Grantee’s responsibility for Xxxxxxx’s attorney’s fees, expenses or other costs. In any event, Grantee may not agree to any settlement of claims affecting Grantor without Grantor’s approval. In the event that the Grantee declines defense of the claim in violation of Section 5.3, the Grantor may defend such claim and seek recovery from Grantee its expenses for reasonable attorneys’ fees and disbursements, including expert witness fees, incurred by Grantor for defense and in seeking such recovery.
Sample 1
AutoNDA by SimpleDocs

Related to Duty to Give Notice and Tender Defense

  • Failure to Give Notice (a) An employee who fails to give notice required by Article 24.01, or who is deemed to have resigned by virtue of 24.02, shall be struck from the payroll effective the date she absents herself without leave, and shall have deducted from monies owed her by the Employer from all sources, including any vacation pay, a sum equivalent to the salary payable to her for the period of notice which she failed to work.

  • Employee must give notice 7.2.6(a) The employee must, as soon as reasonably practicable and during the ordinary hours of the first day or shift of such absence, inform the employer or their inability to attend for duty and as far as practicable state the nature of the injury, illness or emergency and the estimated duration of the absence. If it is not reasonably practicable to inform the employer during the ordinary hours of the first day or shift of such absence, the employee will inform the employer within 24 hours of such absence.

  • Warrant Agent Not Required to Give Notice of Default The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

  • Landlord's Failure to Give Possession In the event Landlord is unable to give possession of the Premises to Tenant on the start date of the Term, Landlord will not be subject to any liability for such failure, the validity of this Agreement will not be affected, and the Term will not be extended. Tenant will not be liable for rent until Landlord gives possession of the Premises to Tenant.

  • Warrant Agent Not Required to Give Security The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

  • Failure to Vacate If the Resident does not vacate the Residence on the expiry or early termination of this Agreement, (i) the Resident is liable for any financial loss sustained or incurred by the Institution or the Manager, and (ii) the Manager may remove the property of the Resident from the Room (whether or not the Resident is present at the time), and place the property in temporary storage in a location in the Residence of the Manager’s choice, at the Resident’s expense, without notice to the Resident and without liability to the Manager for any damage to or loss of the Resident’s property.

  • Minor Irregularities/Right to Reject The Buyer reserves the right to accept or reject any and all bids, or separable portions thereof, and to waive any minor irregularity, technicality, or omission if the Buyer determines that doing so will serve the State’s best interests. The Buyer may reject any response not submitted in the manner specified by the solicitation documents.

  • How to get a TIN If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at xxx.XXX.xxx. You may also get this form by calling 0-000-000-0000. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at xxx.xxx.xxx/Xxxxxxxxxx and clicking on Employer Identification Number (EIN) under Starting a Business. Go to xxx.xxx.xxx/Xxxxx to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to xxx.xxx.xxx/XxxxxXxxxx to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

  • Defect If any Mortgage Loan is to be repurchased or replaced as contemplated by this subsection, the Purchaser or its designee shall be entitled to designate the account to which funds in the amount of the applicable Purchase Price or Substitution Shortfall Amount (as the case may be) are to be wired. Any such repurchase or replacement of a Mortgage Loan shall be on a whole loan, servicing released basis. Notwithstanding this subsection, the absence from the Mortgage File, (i) on the Closing Date of the Mortgage Note (or a lost note affidavit and indemnity with a copy of the Mortgage Note) and (ii) by the first anniversary of the Closing Date of originals or copies of any other Specially Designated Mortgage Loan Document (without the presence of any factor that reasonably mitigates any such absence or non conformity or irregularity) shall be conclusively presumed to be a Material Document Defect and shall obligate the Responsible Repurchase Party to cure such Material Document Defect, or, failing that, replace or repurchase the related Mortgage Loan or REO Mortgage Loan, all in accordance with the procedures set forth herein. Notwithstanding the foregoing provisions of this Section 5(a), in lieu of the Mortgage Loan Seller performing its obligations with respect to any Material Breach or Material Document Defect provided in the preceding paragraph, to the extent that the Mortgage Loan Seller and the Purchaser (or, following the assignment of the Mortgage Loans to the Trust Fund, the Mortgage Loan Seller and the Special Servicer on behalf of the Trust Fund, and with the consent of the Subordinate Class Representative to the extent a Subordinate Control Period or Collective Consultation Period is then in effect) are able to agree upon a cash payment payable by the Mortgage Loan Seller to the Purchaser that would be deemed sufficient to compensate the Purchaser for a Material Breach or Material Document Defect (a “Loss of Value Payment”), the Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Purchaser; provided that a Material Document Defect or a Material Breach as a result of a Mortgage Loan not constituting a “qualified mortgage”, within the meaning of Code Section 860G(a)(3), may not be cured by a Loss of Value Payment. Upon its making such payment, the Mortgage Loan Seller shall be deemed to have cured such Material Breach or Material Document Defect in all respects. Provided such payment is made, this paragraph describes the sole remedy available to the Purchaser and its assignees regarding any such Material Breach or Material Document Defect, and the Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or otherwise cure such Material Breach or Material Document Defect. The remedies provided for in this subsection with respect to any Material Document Defect or Material Breach with respect to any Mortgage Loan shall apply to the related REO Property.

  • Failure to Return to Work If, upon the expiration of FMLA or CFRA Leave, or any District approved extension thereof including General Leave, an employee fails to return to work and no additional leave has been authorized, the employee shall be considered to have automatically resigned from his or her position. In such cases, the employee will receive advance notification of the District’s intent to implement an automatic resignation.

Time is Money Join Law Insider Premium to draft better contracts faster.