Notice; Opportunity Sample Clauses

Notice; Opportunity. If any Losses are asserted against an Indemnified Party, such Indemnified Party shall notify the Indemnifying Party as promptly as practicable and give it an opportunity to defend the same. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with such defense. In the event that the Indemnifying Party in connection with such claim fails to defend against the claim within thirty (30) days after Notice of such claim, the Indemnified Party shall be entitled to assume the defense thereof, and the Indemnifying Party shall be liable to repay the Indemnified Party entitled to indemnification for all its expenses reasonably incurred in connection with said defense (including reasonable attorneys’ fees and settlement payments) until the Indemnifying Party assumes such defense. The attorneys prosecuting such defense on behalf of a Party must be acceptable to the Indemnified Party, which acceptance shall not be unreasonably withheld.
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Notice; Opportunity. A party’s right to indemnification is conditioned upon the indemnified party satisfying the following requirements: (a) the indemnified party must promptly notify the indemnifying party of any claim for which indemnification will be sought; (b) the indemnified party must give the indemnifying party control of the defense against the claim (including the right to select counsel and settle or compromise such claim, but the indemnifying party must not agree to a consent decree or similar order binding the indemnified party or to any settlement that specifically apportions fault or liability to the indemnified party without the indemnified party’s prior written consent); and (c) the indemnified party must reasonably cooperate with the indemnifying party’s defense against the claim.
Sample 1
Notice; Opportunity. If any Losses are asserted against an Indemnified Party, such Indemnified Party shall notify the Indemnifying Party as promptly as practicable and give it an opportunity to defend the same. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with such defense. The attorneys prosecuting such defense on behalf of a Party must be acceptable to the Indemnified Party, which acceptance shall not be unreasonably withheld.
Sample 1
Notice; Opportunity. If any Losses are asserted against the Indemnified Party, such Party will notify the Indemnifying Party as promptly as practicable and give it an opportunity to defend the same, provided that the attorneys accepting the defense on behalf of the Indemnified Party shall be acceptable to the Indemnified Party. The Indemnified Party will extend reasonable cooperation to the Indemnifying Party in connection with such defense. In the event that the Indemnifying Party in connection with such claim fails to defend against the claim within a reasonable time, the Indemnified Party will be entitled to assume the defense thereof, and the Indemnifying Party will be liable to repay the Indemnified Party entitled to indemnification for all its expenses reasonably incurred in connection with said defense (including reasonable attorneys’ fees and settlement payments) until the Indemnifying Party assumes such defense, with attorneys acceptable to the Indemnified Party.
Sample 1

Related to Notice; Opportunity

  • Training Opportunities The requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u ("Section 3"), requiring that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and agreements for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in, the areas of the project. Borrower agrees to include the following language in all subcontracts executed under this Agreement:

  • EQUALITY OF OPPORTUNITY 10.1 The Contractor must not unlawfully discriminate within the meaning and scope of the provisions of the Equality Act 2010 or any statutory modification or re-enactment thereof or any other statutory provision relating to discrimination in employment or the provision of services. The Contractor must take all reasonable steps to ensure the observance of these provisions by all servants, employees or agents of the Contractor and all Sub-Contractors employed in the execution of the Contract. The Contractor will comply with the detailed requirements in relation to equality of opportunity set out in Clauses 10.2 to 10.4.

  • Job Opportunities Section 1: Temporary Assignments Unforeseen circumstances may arise on a shift, which would require an Employee to be temporarily assigned to work other than that he would normally perform. Should such circumstances arise, the Company shall first canvass for volunteers from those employees who are able to perform the work. Should there be more volunteers than are needed, the Company shall assign the work to the volunteer with the highest seniority. Should there be no volunteers; the Company shall assign the work to the lowest seniority employee able to perform the work. Temporary Assignments may be filled according to the process set out in this Article for a period of up to forty-five (45) days. Thereafter, the Temporary Assignment will be posted on a plant wide basis and made available to the most senior employee able to perform the work. In the event that the Temporary Assignment is going to exceed forty-five (45) days, and this fact is known at the time the vacancy first becomes available, the Company will post the Temporary Assignment in accordance with Section 2 at the time the Temporary Assignment first becomes available. If an Employee is temporarily required to fill a higher paid job, the Employee will receive the higher rate of pay for all hours spent performing the job, if he or she performs the job in excess of two (2) hours per shift. If an Employee is temporarily required to fill a lower paid job, his or her rate of pay shall not be reduced. In the event additional temporary assignments are required, the job will be filled in accordance with the process provided above. Subsequent to the completion of a Temporary Assignment, an Employee will be returned to his or her previous position, subject to seniority considerations.

  • Business Opportunities Executive agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Board of Directors of the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that Executive may discover, find, develop or otherwise have available to Executive in the Company’s general industry and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.

  • Commercial Opportunities 1. The airlines of each Party shall have the right to establish offices in the territory of the other Party for the promotion and sale of air transportation.

  • Targeted Advertising Prohibition Operator is prohibited from using or selling Data to (a) market or advertise to students or families/guardians; (b) inform, influence, or enable marketing, advertising, or other commercial efforts by a Operator; (c) develop a profile of a student, family member/guardian or group, for any commercial purpose other than providing the Service to LEA; or

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