Litigation Defense Clause Samples
Litigation Defense. (a) From and after the Closing, if (i) Buyer or any of its Affiliates receives notice of any Action, receives any written threats of an Action or written allegations of a claim that would reasonably be expected to result in an Action from any Person (other than Buyer or any of its Affiliates) against Seller or any of its Affiliates or (ii) Seller or any of its Affiliates is or becomes a party to an Action, receives notice of any Action, or receives any written threats of an Action or written allegations of a claim that would reasonably be expected to result in an Action from any Person (other than Buyer or any of its Affiliates) against Seller or any of its Affiliates, in each case with respect to clauses (i) and (ii), which relates to the Acquired Company or its business (clauses (i) and (ii), each a “Third Party Claim”), such Party will promptly give the other Party written notice of such Third Party Claim, which shall include the nature, facts, and circumstances of such matter in reasonable detail (including, but not limited to, copies of any such written threats or allegations) (the “Third Party Claim Notice”). Each Party shall provide the other with such other information known to it or in its possession with respect to the Third Party Claim as reasonably requested. Subject to Section 6.18(c), Buyer, at its sole cost and expense, shall have the right to assume and control the defense of the Third Party Claim through counsel of its choice upon providing its written notice to Seller confirming such and identifying its counsel (the “Third Party Claim Assumption Notice”) within thirty (30) days of delivery of the Third Party Claim Notice; provided that, should Buyer assume the defense of a Third Party Claim pursuant to this Section 6.18(a), Seller shall be entitled to retain its own counsel, at the Buyer’s expense, if: (i) upon the advice of Seller’s counsel, a conflict of interest exists (or would reasonably be expected to arise) that would make it inappropriate for the same counsel to represent both the Buyer and Seller or its respective Affiliates in connection with a Third Party Claim; or (ii) such Third Party Claim (A) seeks nonmonetary relief against Seller or any of its Affiliates (excluding the Acquired Company) or (B) involves criminal allegations against Seller or any of its Affiliates (excluding the Acquired Company). ▇▇▇▇▇’s assumption of the defense of a Third Party Claim will conclusively establish for purposes of this Agreement that the Act...
Litigation Defense a. The District agrees to indemnify and hold the Deputy C�ief harmless from any claims, demands, suits, judgements and personal liability of any kind or nature, which claims, demands, suits, judgements and personal *ncl/or community liability arose, either directly or indirectly, out of the sc�pe oftheir employment with the District, provided that actions arose out of the good-faith performance of duties. I
b. The District shall further continue to hold the Deputy Chief harmless and its obligation to indemnify the Deputy Chiefshall continue after cessation ofthe Deputy Chiefs employment, but only in so far as it relates back to claims, demands, suits, judgements and personal and/or commuriity liability arising, either directly or indirectly, out of the scope of the Deputy Chiefs' employment.
Litigation Defense. In the event the Company requests assistance, you agree to assist in defense of ongoing or future litigation or claims about which you have knowledge, at the Company's expense for out of pocket costs.
Litigation Defense. Monarch will advise and represent Clients in their defense of litigation initiated by creditors or collectors to recover debts listed in this Agreement. Monarch attorneys are immediately notified of litigation, and may be assigned to address any litigation served on Client after the effective date of this Agreement. Litigation services are further conditioned and limited by other terms of this Agreement, circumstances of practicality, and jurisdictional rules.
Litigation Defense. The City Attorney's Office shall defend any Member of the Police Department who may be sued for alleged false arrest and/or brutality or violation of civil rights at no cost to the Member, unless said Member prefers to hire his/her attorney, in which case the cost will be borne by the Member.
Litigation Defense. The control of the defense of the litigation described in Schedule 3.1(l) shall remain with AFP after the Closing Date; provided, however that the Sellers shall have the right to participate in such defense at their own expense.
Litigation Defense. ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ June 11, 2003 Page – 13 In the event ESI requests assistance, you agree to assist for a period through the Separation Date in defense of ongoing or future litigation or claims about which you have knowledge, at ESI’s expense for out of pocket costs.
Litigation Defense. HBC will pay for ▇▇▇▇▇▇▇▇▇’▇ reasonable expenses and legal fees associated with concluding the defamation litigation recently instituted and withdrawn by HBC and MacDonald, including any settlements with the defendants in that case on behalf of MacDonald and HBC and will reimburse the reasonable costs of defending MacDonald from any sanctions motions or counterclaims against him, provided that MacDonald agrees that he will be a releasor of claims as well as a releasee of claims in connection with any settlements with such defendants.
Litigation Defense. Services / Conditions and Limitations Services
1. Monarch will receive, review, and analyze any summons, complaint, petition, application, or other operative pleading the client has received.
2. Monarch will evaluate potential legal defenses to the Plaintiff creditor’s suit.
3. Monarch will review, analyze, and counsel Client regarding collection activity and debt restructuring associated with the litigated debt.
4. Monarch will engage with the Plaintiff or its hired legal counsel on Client’s behalf to negotiate a resolution of the litigation.
5. ▇▇▇▇▇▇▇’s attorneys may determine that a valid defense exists to the law suit, or that the suit is defective in some way favorable to Client. This determination varies by jurisdiction, current legal trends, and the personal knowledge of the local attorney.
6. If ▇▇▇▇▇▇▇’s assigned attorney determines that Client is likely to gain a favorable result through continued defense of the litigation, he or she will prepare and file responsive pleadings on the Client’s behalf, appear at subsequent court proceedings, and continue defense through various stages of litigation, including trial, if prudent.
7. If Monarch determines in its sole discretion that it does not have a good faith basis to assert a defense to the litigation on Client’s behalf, Monarch will communicate this determination to the Client and discuss alternative potential strategies for resolving the litigation. In such cases, ▇▇▇▇▇▇▇’s strategy may include, but would not be limited to, engaging in out of court negotiations directly with the creditor. No fees for Litigation Defense Services will be charged if Monarch determines it cannot provide a defense to the litigation.
Litigation Defense. An Article 8.4.9A is added to the License as follows: