Obligations of Seller in Defending Claims Sample Clauses

Obligations of Seller in Defending Claims. If Seller assumes the defense of any such Third Party Claim, Seller shall take all reasonable steps necessary in the defense or settlement of such Third Party Claim, and shall furnish to Buyer, Adventist Health, indenture trustee and paying agent for the Existing Bonds and bondholders for the General Obligation Bonds and Revenue Bonds a copy of all written communications concerning such Third Party Claim, including, without limitation, a copy of all pleadings, motions, judgments and other documents filed in court. Buyer and Adventist Health agree to cooperate reasonably with Seller in such defense, at Buyer’s and/or Adventist Health’s expense. Seller shall not, in the defense of such Third Party Claim, consent to the entry of any judgment (except with the prior written consent of Buyer and/or Adventist Health) or enter into any settlement (except with the prior written consent of Buyer and/or Adventist Health and as applicable, bondholders for the General Obligation Bonds and Revenue Bonds) which does not include as an unconditional term thereof the giving by any claimant a release from all liability in respect of such Third Party Claim to Buyer and Adventist Health.
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Related to Obligations of Seller in Defending Claims

  • Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.

  • Obligations of the City A. The City agrees to give the Contractor access to the Project area and other City- owned properties as required to perform the necessary Services under this Agreement.

  • Obligations of the Contractor (i) Subject to and on the terms and conditions of this Agreement, the Contractor shall undertake the survey, investigation, design, engineering, procurement, construction, and maintenance of the Project Highway and observe, fulfil, comply with and perform all its obligations set out in this Agreement or arising hereunder.

  • Obligations of the Client 3.1 The Client is responsible for the information they have provided to GoodHabitz, the use of the Service and keeping access to these confidential. The Client commits to using the Service within the limits of the provisions of the Agreement, these Terms and Conditions and the applicable laws and regulations, including the General Data Protection Regulation (GDPR).

  • Condition to Obligations of the Seller The obligation of the Seller to consummate the Securities Purchase is also subject to the fulfillment, or written waiver by the Seller, prior to the Closing, of the following conditions:

  • Obligations of the Parties 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.

  • OBLIGATIONS OF THE OWNER 5.1 The Owner agrees to provide the requisite access and authority for Coinllectibles to have access to information necessary for Coinllectibles to carry out the Services hereunder.

  • Obligations of the Operator 4.1 The Operator expressly warrants and undertakes that it will:

  • Indemnity Obligations An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.

  • Obligations of the Consultant A. CONSULTANT shall perform as required by this AGREEMENT. CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this AGREEMENT.

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