Assumption of Defense definition

Assumption of Defense. The Indemnified Person shall give prompt notice to the Indemnifying Person in accordance with the terms hereof of the assertion of any claim, or the commencement of any suit, action or proceeding by any person not a party hereto in respect of which indemnity may be sought hereunder and shall give the Indemnifying Person the right to defend such suit, action or proceeding with counsel reasonably satisfactory to the Indemnified Person. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel at its own expense, separate from counsel employed by the Indemnifying Person. If, however, the Indemnified Person reasonably determines that the representation by the Indemnifying Person's counsel of both the indemnifying and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such claim, action, suit or proceeding and the Indemnifying Person shall pay the fees and disbursements of such separate counsel if it is ultimately determined it is responsible for such claim. Whether or not the Indemnifying Person chooses to defend or prosecute such claim, suit, action or proceeding, all of the Parties hereto shall cooperate in the defense or prosecution thereof.
Sample 1

Examples of Assumption of Defense in a sentence

  • Within thirty (30) days following receipt of such written notice, but in any event no later than ten (10) days before the deadline for any responsive pleading, the indemnitor shall notify the indemnitee in writing (a "Notice of Assumption of Defense") if the indemnitor elects to assume control of the defense and settlement of such claim or action.

  • Assumption of Defense; Settlements 55 Page ARTICLE XIII MISCELLANEOUS SECTION 13.01.

  • In addition, except as provided in Section 17.4(c) below, Indemnitor shall not be required to indemnify Indemnitee for any amount paid by such Indemnitee in the settlement of any claim for which Indemnitor has delivered a timely Notice of Assumption of Defense if such amount was agreed to without prior written consent of Indemnitor, which shall not be unreasonably withheld or delayed in the case of monetary claims.

  • Notwithstanding the foregoing provisions, the Indemnitee shall always be entitled, although not required, to participate, at its own cost, in the defense against the Third-Party claim with attorneys of its choice, but the Indemnitor shall be authorized to control the defense if it has sent the Notice of Assumption of Defense, unless the Indemnitee has fully and unconditionally released the Indemnitor from any liability in relation to that matter in particular.

  • If the indemnitor does not deliver a Notice of Assumption of Defense relating to a claim within the required notice period, the indemnitee will have the right to defend the claim in such a manner as it may deem appropriate, at the cost and expense of the indemnitor.

  • Within 30 days following receipt of such written notice, but in any event no later than ten days before the deadline for any responsive pleading, the indemnitor will provide a Notice of Assumption of Defense if the indemnitor elects to assume control of the defense and settlement of such claim or action.

  • In addition, the indemnitor will not be required to indemnify the indemnitee for any amount paid by such indemnitee in the settlement of any claim for which the indemnitor has delivered a timely Notice of Assumption of Defense if such amount was agreed to without prior written consent of the indemnitor.

  • After Indemnitor has delivered a timely Notice of Assumption of Defense relating to any claim, Indemnitor shall not be liable to Indemnitee for any legal expenses incurred by such Indemnitee in connection with the defense of such claim (except as set forth in Section 17.4(c) below) ; provided, that Indemnitor shall pay for one (1) separate counsel for all Indemnitees to the extent that conflicts or potential conflicts of interest between the Parties so require.

  • After the indemnitor has delivered a timely Notice of Assumption of Defense relating to any claim, the indemnitor will not be liable to the indemnitee for any legal expenses incurred by such indemnitee in connection with the defense of such claim; provided, that the indemnitor will pay for separate counsel for the indemnitee to the extent that conflicts or potential conflicts of interest between the Parties so require.

  • Assumption of Defense; Settlements 53 ARTICLE XIII MISCELLANEOUS SECTION 13.01.

Related to Assumption of Defense

  • Assumption The process whereby, on sale or transfer of a legal or beneficial interest in a Mortgaged Property, the new owner of such Mortgaged Property becomes legally obligated under the terms of the related existing Security Instrument, Mortgage Note and any addenda and riders to such Security Instrument or Mortgage Note. Subsequent to the Assumption, the new owner of the property shall be deemed to be the Borrower under the related Mortgage Loan Documents.

  • Assumption Agreement has the meaning specified in Section 2.18(d)(ii).

  • General Assignment means, in relation to a Ship, a general assignment of (inter alia) the Earnings, the Insurances and any Requisition Compensation relative to that Ship in the Agreed Form and, in the plural, means all of them;

  • Assignment and Conveyance An assignment and conveyance of the Mortgage Loans purchased on a Closing Date in the form annexed hereto as Exhibit 4.

  • Assignment and Assumption of Lease has the meaning set forth in Section 3.02(a)(v).

  • Assignment of Contracts shall have the meaning provided in Section 5.07.

  • Consent to subcontract means the Contracting Officer’s written consent for the Contractor to enter into a particular subcontract.

  • Assignment of Mortgage An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage to the Purchaser.

  • Conditions of Sale means the Conditions of Sale set out in Part 3 of this TenderDocument;

  • IP Assignment a collateral assignment or security agreement pursuant to which an Obligor grants a Lien on its Intellectual Property to Agent, as security for the Obligations.

  • Assignment of Claims Act means the Assignment of Claims Act of 1940 (41 U.S.C. Section 15, 31 U.S.C. Section 3737, and 31 U.S.C. Section 3727), including all amendments thereto and regulations promulgated thereunder.

  • Additional Xxxx of Sale means each document, in the form of Attachment D hereto, executed by an authorized officer of VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding which shall: (i) set forth the list and certain terms of (a) Additional Loans offered by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by VL Funding and (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all right, title and interest of VL Funding and of the VL Funding Eligible Lender Trustee on behalf of VL Funding in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Xxxx of Sale and (iii) certify that the representations and warranties made by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding pursuant to Sections 5(A) and (B) of these Master Terms, by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee as set forth in Section 5(D) are true and correct.

  • Patent Assignment each patent collateral assignment agreement pursuant to which an Obligor assigns to Agent, for the benefit of Secured Parties, such Obligor’s interests in its patents, as security for the Obligations.

  • Assumption Date has the meaning set forth in Section 9.23 of the Sale and Servicing Agreement.

  • assignment shall have the same meanings of such terms in the 1940 Act.)

  • Trademark Assignment shall have the meaning specified in Section 3.2(c).

  • Assignment of Leases With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.

  • Bill of Sale means a bill or bills of sale in a form substantially in conformance with the form attached as the Exhibit B hereto.

  • Collateral Assignments means, collectively, the Assignment of the Development Agreement, and the Assignment of Management Agreement, the Assignment of the Right to Receive Tax Credits, Capital Contributions and Partnership Interests, each in form and substance satisfactory to the Significant Bondholder and the Financial Monitor and as each may be amended or supplemented from time to time with the prior written consent of the Significant Bondholder.

  • Intellectual Property Assignments has the meaning set forth in Section 3.02(a)(iv).

  • Intellectual Property Assignment has the meaning set forth in Section 3.02(a)(iii).

  • Conditions of Use means Conditions 1 to 10 and the Schedules and Appendices of this document.

  • Assignment of Leases and Rents means each certain Assignment of Leases and Rents dated of even date herewith, by the Borrower in favor of the Agent on behalf of Lenders, as the same may be amended, restated, supplemented or otherwise modified from time to time.

  • Conveyancing and Assumption Instruments means, collectively, the various Contracts, including the related local asset transfer agreements and local stock transfer agreements, and other documents entered into prior to the Effective Time and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.