DEFENSE OF SUITS. In the event any court action or administrative proceeding is brought against MPS or any of its officers, agents, or employees, for Contractor or its subcontractors’ acts or failure in whole or in part to perform any acts required by this Contract, MPS shall tender its defense of any claim or action at law or equity to Contractor or Contactor’s insurer, and upon such tender it shall be the duty of Contractor and Contractor’s insurer to defend such claim or action without cost or expense to MPS, its officers, agents or employees. Contractor shall be solely responsible for the conduct and performance of the services performed under this Contract.
DEFENSE OF SUITS. Upon request by the indemnified party, the indemnifying party shall defend any suit brought against the indemnified party for any injury, loss, or damage subject to indemnification under this Agreement. The indemnified party shall notify the indemnifying party promptly in writing of any written claims, lawsuits, or demands for which the indemnifying party may be responsible under this Agreement. The indemnified party shall cooperate in every reasonable way to facilitate defense or settlement. The indemnifying party shall have the right to control and conduct the defense and settlement of any action or claim subject to consultation of the indemnified party. The indemnifying party shall not be responsible for any settlement unless the indemnifying party approved such settlement in advance and agrees to be bound by the settlement agreement.
DEFENSE OF SUITS. In case any action in court or proceeding before an administrative agency is brought against the CITY or any of its officers, agents, or employees for the failure or neglect of the CONTRACTOR in whole or in part to perform any of the covenants, acts, matters or things by this Contract undertaken, or for injury or damage caused by the alleged negligence of the CONTRACTOR, its officers, agents or employees, the CONTRACTOR shall indemnify and save harmless the CITY and its officers, agents and employees from all losses, damages, costs, expenses, judgments, or decrees arising out of such action. The CITY shall tender the defense of any claim or action at law or in equity to the CONTRACTOR or CONTRACTOR's insurer, and upon such tender it shall be the duty of the CONTRACTOR and CONTRACTOR's insurer to defend such claim or action without cost or expense to the CITY or its officers, agents, or employees. The CONTRACTOR shall be solely responsible for the conduct and performance of the services required under the terms and conditions of this Contract and for the results therefrom.
DEFENSE OF SUITS. In case any action at law or suit in equity is brought against the City, any officer, employee, or agent thereof, for or on account of the failure, omission, or neglect of the vendor to do and perform any of the covenants, acts, matters, or things by this contract undertaken to be done or performed, or for the injury or damage caused by the negligence of the vendor or his subcontractors or his or their agents, or in connection with any claim or claims based on the lawful demands of subcontractors, workmen, material, men or suppliers or machinery and parts thereof, equipment, power tools and supplies incurred in the fulfillment of the contract, the vendor shall indemnify and save harmless the City, officers, employees, and agents of the City, of and from all losses, damages, costs (including attorney's fees), expenses, judgments, or decrees whatever arising out of such action of suit that may be brought as aforesaid.
DEFENSE OF SUITS. The Contractor shall indemnify and hold harmless the Owner and it's consultants, agents and employees from and against all claims, damages, losses, and expenses, including, but not limited to, attorney fees, ("indemnification expense") arising out of or resulting from the performance of the work or arising out of or resulting from the Contract Documents, including, without limitation, all indemnification expense regarding personal injury or death and/or damage X'XXXXXXXX'X ISLAND FISHING & VIEWING PLATFORM HRP PROJECT NO. NAU3003.CE DERBY, CT CF - 6 to real or personal property or motor vehicles. In claims against any person or entity indemnified under this section by an employee or the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under worker's or workmen's compensation acts, disability benefit acts or other employee benefit acts.
DEFENSE OF SUITS. In case any suits or proceedings shall be commenced by any person, firm or corporation against either party hereto for or on account of any loss, damage or injury, including an employee suit, for which the other party hereto is liable under the provisions of this Agreement, the party so sued or proceeded against shall give to the other party involved reasonable notice in writing of the pendency of such suit or proceeding and thereupon such other party shall assume the defense of such suit or proceeding and shall save and hold the party so sued harmless from all loss and costs by reason thereof. None of the parties hereto shall be bound by any judgment against another party hereto unless it shall have had opportunity to make such defense. When such notice and opportunity have been given the party notified shall be bound by the judgment as to all matters litigated in such suit or proceedings.
DEFENSE OF SUITS. If any controversy, litigation or proceeding is threatened or brought by any person against either party hereto alleging that any use, application, or disclosure of the Licensed Technology infringes any patent or other proprietary right held by such person, the parties shall confer promptly with respect to such controversy, litigation or proceeding. If the parties agree to proceed jointly, they shall share equally the defense expenses and costs, including attorneys' fees, and neither party shall settle or compromise such controversy, litigation or proceeding without the consent of the other party. If the parties do not agree to proceed jointly, then each party may proceed on its own and at its sole expense, and each party shall have the right to settle or compromise on such controversy, litigation or proceeding on its own behalf and at its own expense.
DEFENSE OF SUITS. OMNIVIEW shall, at its own expense, defend any suit instituted against DISCOVERY, its subsidiaries, Affiliates, distributors, or their stockholders, directors, officers, employees, agents or assignees, manufacturers, suppliers, or customers which is based on an allegation that Licensed Products or Licensed Processes made, used, or sold by DISCOVERY infringe any patent or other intellectual property right of any third party, and OMNIVIEW shall indemnify, hold harmless and defend against a judgment of any court if it is determined therein that any such Licensed Product constitutes an infringement of any patent or other intellectual property right of any third party. OMNIVIEW shall be permitted to control the defense of such suit and has the affirmative obligation to diligently and effectively defend any claim. If OMNIVIEW fails to diligently and effectively defend against any such suit, at its option, DISCOVERY may defend and control the defense of such suit, at OMNIVIEW's expense. Each party agrees to advise the other of claims of infringement, which may come to its attention, which are based on allegations that Licensed Products or Licensed Processes infringe.
DEFENSE OF SUITS. The Shipowner also authorizes and empowers the Mortgagee, and its successors, assigns and appointees, to appear in the name of the Shipowner, and its successors and assigns, in any court of any country or nation of the world where a suit is pending against the Vessel because of or on account of any alleged Lien against the Vessel from which the Vessel has not been released and to take such proceedings and do such things as to them or any of them may seem proper toward the defense of such suit and the discharge of such Lien, and all monies expended by them or any of them for the purpose of such defense and/or discharge shall be a debt due from the Shipowner, and its successors and assigns, to the Mortgagee, and its successors and assigns, and payment thereof together with interest thereon at the Default Rate (to the extent permitted by law) from time to time in effect shall be secured by the Lien of this Mortgage in like manner and extent as if the amount and description thereof were written herein.
DEFENSE OF SUITS. Grantor shall appear in and defend any suit, action or proceeding that affects the priority or enforceability of this security instrument or the rights and powers of Beneficiary or Trustee. If (a) Grantor fails to perform the covenants and agreements contained in this agreement; (b) there is a legal proceeding that might affect Beneficiary's interest in the Secured Property and/or rights under this agreement (such as a proceeding in bankruptcy, for condemnation or forfeiture, for enforcement of a lien which may attain priority over the lien established by this agreement or to enforce laws or regulations, or (c) Grantor has abandoned the Secured Property, the Beneficiary may do and pay to protect Beneficiary's interest in the Secured Property and the rights granted under this Deed of Trust, including protecting and/or assessing the value of the Secured Property, and securing and/or repairing the Secured Property. Beneficiary's actions can include, but are not limited to (a) paying any sums secured by a lien which has priority over the lien established by this agreement; (b) appearing in court; (c) paying reasonable attorneys' fees to protect its interest in the Secured and/or rights under this Deed of Trust, including its secured position in a bankruptcy proceeding. Any amounts disbursed by Beneficiary under this paragraph shall become additional debt of Grantor secured by this Deed of Trust. These amounts shall bear interest at the rate stated in the Notes from the date of disbursement and shall be payable, with such interest, upon notice from the Beneficiary to the Grantor requesting payment. Although Beneficiary may take action under the section, Beneficiary does not have to do so and is not under any duty or obligation to do so. It is agreed that Lender incurs no liability for not taking any or all actions authorized under this section.
