Obligation to Defend. Notice; Cooperation 6
Obligation to Defend. Each Party on reasonable grounds shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice for that purpose) any claim, action, suit or proceeding by any third party brought against it, with respect to which the Party is entitled to be indemnified pursuant to this Paragraph 12, with the Party’s reasonable costs and expenses of such action subject to said indemnity. The indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding at its expense and through legal advisers of its choice, if it (a) gives notice of its intention to do so to the Party entitled to indemnification, b) acknowledges in writing its obligation to indemnify that Party to the full extent provided by this Paragraph 12, and (c) reimburses that Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such defence by the indemnifying Party. Neither Party shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of the indemnifying Party, which consent shall not be unreasonably withheld.
Obligation to Defend. Notice; Co-operation - Whenever a Claim shall arise for indemnification under Section 10.4, the relevant Indemnitee, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such Claim. The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnitee of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Except as set forth below, such notice to the relevant Indemnitee shall give the Indemnifying Party full authority to defend, adjust, compromise or settle such Claim with respect to which such notice shall have been given, except to the extent that any compromise or settlement shall prejudice the Intellectual Property Rights of the relevant Indemnitees. The Indemnifying Party shall consult with the relevant Indemnitee prior to any compromise or settlement that would affect the Intellectual Property Rights or other rights of any Indemnitee, and the relevant Indemnitee shall have the right to refuse such compromise or settlement and, at the refusing Party's or refusing Parties' cost, to take over such defense, provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnitee against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnitee shall be entitled to participate with
Obligation to Defend. Notice; Cooperation 6 9.5 Conflicts 11
16.1 Intercept Devices 15 16.2 Subpoenas 15 16.3 Law Enforcement Emergencies 15 53.1 Definitions 23 53.2 Acronyms 23 5.1 End User Disconnect Procedures 32 6.5 Conflicts 34
Obligation to Defend. Notice; Cooperation 6 9.6 Conflicts 11
16.1 Intercept Devices 15 16.2 Subpoenas 15 16.3 Law Enforcement Emergencies 15 53.1 Definitions 23 53.2 Acronyms 24
4.1 Local Traffic and IntraLATA Traffic 32
4.2 Trunking and Facilities 32 5.1 Protective Protocols 33 5.2 Expansive Protocols 33 5.3 Mass Calling 33
2.1 Trunk Provisioning Intervals 54
2.2 Trunking Grade of Service 54
2.3 Trunk Service Restoration 55
4.1 Local Service Request (LSR) 55
4.2 Local Service Request Confirmation (LSCN) 56 4.3 Performance Expectation 56
Obligation to Defend. Promptly after a SMUD Indemnitee receives notice of any Losses for which it will seek indemnification pursuant to this Article 10, the SMUD Indemnitee will notify Contractor of the Losses in writing. No failure to so notify Contractor will abrogate or diminish Contractor’s obligations if Contractor has or receives knowledge of the Losses by other means or if the failure to notify does not materially prejudice its ability to defend the Losses. Within fifteen (15) days after receiving a SMUD Indemnitee’s notice of Losses, and if possible no later than ten (10) days before the date on which any formal response to the Losses is due, Contractor will notify SMUD and the SMUD Indemnitee in writing as to whether Contractor acknowledges its indemnification obligation and elects to assume control of the defense of the Losses (“Notice of Election”). If Contractor timely delivers a Notice of Election, Contractor will be entitled to have sole control over the defense of the Losses, under and subject to the terms of this Section 10.5. The Notice of Election shall identify counsel selected by Contractor to provide a defense, and such counsel shall be acceptable to SMUD in SMUD’s sole discretion; provided, however, if such counsel is a member of a firm which regularly practices in such matters and such counsel has significant experience in defending such matters, SMUD will not unreasonably withhold its approval of such counsel. Nothing in this section will preclude SMUD or the SMUD Indemnitee from participating in its defense and retaining its own counsel at its own expense. If Contractor does not deliver a timely Notice of Election, or if Contractor otherwise fails to fulfill its indemnification obligations under this Article 10, SMUD or the SMUD Indemnitee may defend the Losses in such manner as it may deem appropriate, or may take any other actions it deems necessary and appropriate to defend, resolve or settle such Losses, and shall be fully indemnified by Contractor therefor. Contractor will promptly reimburse SMUD and the SMUD Indemnitee upon demand for all amounts suffered or incurred by SMUD and the SMUD Indemnitee as a result of or in connection with the Losses. SMUD and the SMUD Indemnitee will provide reasonable assistance to Contractor, at Contractor’s cost and expense, including reasonable assistance from SMUD and the SMUD Indemnitee’s employees, agents, and affiliates, as applicable. Notwithstanding anything in the Contract to the contrary, Contractor may no...
Obligation to Defend. Subject to the limitations and exclusions stated below, Freescale and each member of the Freescale Group will defend, at Freescale’s expense, any Claim against Motorola (which, for purposes of this Section 5.3 (Freescale Indemnified Products) also includes “Motorola Indemnified Parties” as defined in the Master Separation and Distribution Agreement), and will indemnify and hold Motorola harmless from all Damages awarded in the Suit or resulting from settlement of the Suit or any Claim. “Suit” means a lawsuit based on a Claim. For purposes of this Section, “Claim” means a claim that a product:
Obligation to Defend. Subject to the limitations set forth below, iVillage, at its own expense, will defend, or at its option settle, any claim, suit or proceeding against Intuit and pay any final judgment entered or settlement against Intuit in any such claim, suit or proceeding, to the extent that such claim, suit or proceeding is based upon (a) the infringement of any trademark or service xxxx rights by the iVillage Brand Features; or
Obligation to Defend. Webroot will defend or at its option settle a claim against Partner brought by a third party, and pay all finally awarded costs and damages against Partner that are specifically attributable to such claim or that Webroot agrees to in a monetary settlement of such claim, to the extent that the claim asserts that the BrightCloud Service directly infringes that third party’s registered U.S. patents or copyrights, or misappropriates that third party’svalid U.S. trade secrets.
Obligation to Defend. If the indemnifying Party, within a reasonable time following (but in any event no later than thirty (30) calendar days from the date of) receipt of notice of any Claim, either refuses or fails to undertake the defense of any Claim, then the indemnified Party, upon further written notice to the indemnifying Party, shall have the right (but not the obligation) to undertake its own defense, compromise or settlement of such Claim. If the indemnified Party elects to undertake such defense, compromise or settlement, the indemnifying Party shall remain fully liable for (and shall promptly pay as and when incurred) all Losses related thereto, including without limitation any and all reasonable costs and expenses incurred by the indemnified Party in said defense, compromise or settlement.
