Tender of Defense. Any Fund Covered Person may tender defense of any Proceeding or make demand for indemnification under this Article X by providing written notice in accordance with this Agreement to the Manager.
Tender of Defense. In the event that a claim is made against Saturday Market which is covered by the provisions above, Saturday Market agrees to give written notice to Member, and tender the defense of the claim to Member.
Tender of Defense. (14.1) Each Party’s obligation to indemnify the other hereunder with respect to any claim of a Mortgagor, Investor or other third party shall be conditioned upon the following: (i) the Party seeking indemnity (the “Indemnitee”) shall give to the Party from whom indemnity is sought (the “Indemnitor”) prompt written notice of any such claim and shall provide such detail as the Indemnitor may reasonably require; (ii) the lndemnitee shall reasonably cooperate in the defense of such action; (iii) the Indemnitor shall have full control and authority to retain counsel of its choice, defend and settle any such action or claim at its sole expense provided, however, that where the settlement is for more than monetary relief alone, the Indemnitor shall not have the right to bind lndemnitee to a settlement agreement, without the prior written consent of the lndemnitee, which consent shall not be unreasonably withheld, under which a) the lndemnitee will be required to make an admission of wrongdoing; or b) an admission of wrongdoing by Indemnitor on Indemnitee’s behalf could be reasonably inferred or construed.
(14.2) No provision of, or the exercise of any rights) under this Section 14 shall limit the right of any Party in appropriate circumstances to: (i) exercise self-help remedies such as set-off; (ii) foreclosure against any real or personal property collateral; (iii) obtain provisional or ancillary remedies such as injunctive relief or the appointment of a receiver from any court having jurisdiction before, during or after the pendency of any arbitration. The institution and maintenance of an action for provisional remedies or pursuit of provisional or ancillary remedies or the exercise of self-help remedies shall not constitute a waiver of the right of any Party to submit the controversy or claim to arbitration. Each Party hereby consents to the exclusive jurisdiction and venue of the state court and federal district court in the for any provisional or ancillary relief sought pursuant to this Section and irrevocably waives all claims of immunity from jurisdiction and any right to object on the basis that any proceeding for such relief has been brought in an improper or inconvenient venue or forum. The Parties each hereby knowingly, voluntarily, and intentionally waive the right each may have to a trial by jury in respect of any litigation based hereon, or arising out of, under or in connection with this or any action of either Party. This provision is a material...
Tender of Defense. An Indemnified Party seeking indemnification hereunder shall tender to the Indemnifying Party the right to control the defense of the relevant claim or action, including any decisions regarding the settlement or disposition thereof; provided that:
(a) The Indemnifying Party shall not settle any claim or action in a way that prejudices or adversely impacts an Indemnified Party without the prior approval of the Indemnified Party, which approval shall not be unreasonably withheld or delayed;
(b) If the defendants in any claim or action include both the Indemnifying Party and the Indemnified Party, and either of them concludes that there may be legal defenses available to it that are different from, additional to or inconsistent with those available to the other party, the party so concluding shall:
(i) have the right to select separate counsel to participate in the defense of the claim or action on its behalf; and
(ii) bear the cost and expense of such separate defense, unless, and to the extent, the parties otherwise agree or it is determined pursuant to Article Seventeen that such cost and expense are or were required to be indemnified by the Indemnifying Party hereunder and are or were required to be incurred separately due to such different, additional or inconsistent defenses; and
(c) If the Indemnifying Party determines not to defend the claim or action, or otherwise fails to do so diligently, the Indemnified Party shall have the right to maintain the defense of such claim or action and the Indemnifying Party shall provide reasonable assistance to it in the defense of such claim or action and shall bear the reasonable cost and expense of such defense (including reasonable attorneys’ fees, experts’ fees and other costs of defense at any stage of the proceedings).
Tender of Defense. The indemnifying party shall have no liability or responsibility of any kind to the indemnified party under this Section unless the Party seeking indemnity shall have notified the other Party within a reasonable time of such claims, and the indemnifying Party shall have been given an adequate opportunity to defend, including complete control of the defense and any settlement. Should the Party seeking indemnity desire to have its own counsel participate in any such action, the cost of such counsel shall be exclusively Party seeking indemnity.
Tender of Defense. Before asserting any claim or pursuing any remedy provided in this Paragraph 8, the indemnified party shall give the indemnifying party fifteen (15) days prior written notice of any event for which indemnity may be required or requested and an opportunity, by tender of defense where applicable, to cure or defend the action or alleged breach, misrepresentation, or other claim; provided such defense shall be with counsel reasonably acceptable to the indemnified party. Additionally, without the prior written consent of the indemnifying party, which consent 19 shall not be unreasonably withheld, the indemnified party shall not settle or compromise any claim for which the indemnified party seeks indemnity hereunder so long as the indemnifying party is performing its indemnity responsibilities hereunder.
Tender of Defense. Each parties obligation to indemnify the other hereunder with respect to any claim of a Mortgagor, Investor or other third party shall be conditioned upon the following: (i) the Party seeking indemnity (the “Indemnitee”) shall give to the Party from whom indemnity is sought (the “Indemnitor”) prompt written notice of any such claim and shall provide such detail as the Indemnitor may reasonably require (ii) the Indemnitee shall reasonably cooperate in the defense of such action; (iii) the Indemnitor shall have full control and authority to retain counsel of its choice, defend and settle any such action or claim at its sole expense provided, however, that where the settlement is for more than monetary relief along, the Indemnitor shall not have the right to bind Indemnitee to a settlement agreement, without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, under which:
a) the Indemnitee will be required to make an admission of wrongdoing; or (b) an admission of wrongdoing by Indemnitor on Indemnitee’s behalf could be reasonably inferred or construed.
Tender of Defense. 96 15.7 Franchisee's Right to Participate in Litigation............96
Tender of Defense. If any action or proceeding the subject of this Article 15 is brought against Landlord or its directors, officers, agents, employees, contractors or licensees, Tenant shall, upon Notice from Landlord and at Tenant’s expense, defend such action or proceeding through counsel reasonably acceptable to Landlord.
Tender of Defense. If the Dealer is named as a defendant or party in any action involving the Marks or the Business System solely because the plaintiff or claimant is alleging that the Dealer does not have the right to use the Marks or the Business System, then the Dealer will have the right to tender the defense of the action to Bikers Dream within ten (10) days after receiving service of the Summons and Complaint in the action, and Bikers Dream will, at its expense, defend the Dealer in the action.
