Defend Sample Clauses

Defend the obligation of the indemnitor (i) to defend the indemnitees at its sole expense, or at the indemnitees’ election (ii) to reimburse the indemnitees for the indemnitees’ reasonable expenses incurred in defending themselves. Notwithstanding the indemnitee’s election of option (i) above, the indemnitee shall be entitled to participate in its defense at its sole cost.
Defend. The AI will defend existing colony worlds, but will not attempt to explore or colonize new planets, nor will it attack other players. AI PolicyExpand The AI will attempt to expand your empire and defeat your enemies. If the player chooses, they can leave the slot open for other human players to join – yes, it is possible to join mid-game! If a player starts a game and a couple of people join, additional slots can be maintained by the AI and a human player can join in on those slots at a later time. When a player is ready to re-join the action, they simply find the game in the game listings (or manually enter the IP), click join, and then wait for the next strategy turn to begin. At that point, they will re-enter the game. Player Slots In the Game Lobby, each player (either AI or human) occupies a slot – they can move between slots by dragging and dropping one slot onto another. For example, when a player joins a game that they have not participated in previously, they have no set slot position, so the game will automatically move them into the first available slot. It may be that they’d prefer to play a different slot, or the proper owner of the current slot will join shortly, and they should move. With some simple shuffling, the host can put everyone in their proper position. Players can see what slot they are in by their profile name appearing in that player slot.
Defend. The Pledgor shall promptly notify the Holder and the Agent of any Lien or other claim made or asserted against any of the Pledged Shares and shall defend the Security Interest in the Pledged Shares against any and all claims and demands whatsoever including any adverse claim as defined in the STA;
Defend indemnify and hold Santa Anita harmless from and against any and all claims, demands, damages, losses, liabilities, costs and expenses, including reasonable attorneys' and consultants' fees, resulting from the breach by Hahn of its obligations hereunder, provided that any claims, etc. relating to a breach by Hahn of its representations and warranties under this Agreement may be brought only if Santa Anita has notified Hahn of such claimed breach within one (1) year after the Closing.
Defend. The Chargor shall promptly notify Pretium of any Lien or other claim made or asserted against any of the Secured Assets and shall defend the Charges in the Secured Assets against any and all claims and demands whatsoever including any adverse claim.
Defend. Without limiting the obligations set forth as a separate obligation under this Agreement, a Party agrees to defend any claims (“Defending Party”) that may be brought against the other Party (“Defended Party”) arising out of or in connection with the acts or omissions of the Defending Party in connection with this Agreement. In fulfilling its defense obligations, the Defending Party may employ counsel of its own choice at its expense; provided, however, the Defended Party shall have the opportunity to participate in its own defense and to engage counsel of its own choice at its own expense. The Defending Party shall have the right to settle any such matter when settlement is at the Defending Party’s sole cost and expense and such settlement shall not work to the detriment of the Defended Party. Further, the Defending Party will reimburse the Defended Party for any defense costs incurred by the Defended Party, as well as any costs incurred by the Defended Party in enforcing the Defending Party’s obligations hereunder.
Defend. Without limiting the obligations under this Agreement, SUPPLIER agrees to defend any Claims which may be brought against COORS arising out of or in connection with the acts or omissions of SUPPLIER in connection with this Agreement. In fulfilling its defense obligations, SUPPLIER may employ counsel of its own choice at its expense; provided, however, COORS shall have the opportunity to participate in its own defense and to engage counsel of its own choice at SUPPLIER'S expense. SUPPLIER shall have the right to settle any such matter when settlement is at SUPPLIER'S sole cost and expense and such settlement shall not work to the detriment of COORS. Further, SUPPLIER will reimburse COORS for any defense costs incurred by COORS, as well as any costs incurred by COORS in enforcing SUPPLIER'S obligations hereunder.
Defend. To defend the title to the Collateral against all persons and all claims and demands whatsoever, which Collateral, except for the security interest granted hereby, is lawfully owned by the Borrower. The Borrower agrees not to transfer legal or equitable title to the Collateral to any other party without the Lender's prior written consent. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or otherwise to Lender or to which the Lender has specifically consented in writing.

Related to Defend

Save Harmless The Union shall hold harmless and indemnify the Employer from any and all claims, demands, suits and any and all other forms of liability that shall arise out of or by reason of an action taken or not taken by the Employer for the purpose of complying with this Article.
Hold Harmless Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County, its officers, agents, employees, or servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. The duty of Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.
Indemnify and Hold Harmless The Trust shall be the policy holder of any insurance plan or health care coverage plan offered by and through the Trust. As the policy holder, the Trust shall indemnify and hold harmless from liability the Employer from any claims by beneficiaries, health care providers, vendors, insurance carriers or home care workers covered under this Agreement.
Hold Harmless Provision The Company hereby releases the Agency from, agrees that the Agency shall not be liable for, and agrees to indemnify, defend and hold the Agency and its executive director, directors, officers, members, employees, agents (except the Company), representatives, successors and assigns harmless from and against any and all (i) liability for loss or damage to property or injury to or death of any and all persons that may be occasioned by any cause whatsoever pertaining to the Project or arising by reason of or in connection with the occupation or the use thereof or the presence on, in or about the Project or breach by the Company of this Agreement or (ii) liability arising from or expense incurred by the Agency’s financing, rehabilitating, renovation, equipping, owning and leasing of the Project, including without limitation the generality of the foregoing, all causes of action and reasonable attorney’s fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing. The foregoing indemnities shall apply notwithstanding the fault or negligence on the part of the Agency, or any of its respective members, directors, officers, agents or employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability, except that such indemnities will not be applicable with respect to willful misconduct or gross negligence on the part of the Agency or any other person or entity to be indemnified.
Indemnity/Hold Harmless The Union agrees to indemnify and hold the District harmless against any and all liabilities (including reasonable and necessary costs of litigation) arising from any and all claims, demands, suits, or other actions relating to the District's compliance or attempted compliance with either this Article or the requests of the Union pursuant to this Article, or relating to the conduct of the Union in administering this Article. The Union shall have the right to determine and decide all matters relating to settlement and conduct of litigation with respect to this Article. In no case shall District funds be involved in any remedy relating to this Article. Any underpayments to the Union resulting from the District's failure to make a required deduction shall be remedied by additional deductions from the affected employee(s). Any overpayments to the Union resulting from excessive deductions shall be remedied either by refund from the Union to the affected employee(s) or by a credit against future payments by the affected employee(s).
Indemnification/Hold Harmless The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability, fines, penalties and/or attorneys' fees arising from the importation or exportation of customers merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney's fees, which the Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.
HOLD HARMLESS AGREEMENT To the fullest extent not prohibited by law, Contractor shall indemnify and hold harmless the City of Columbia, its directors, officers, agents, and employees from and against all claims, damages, losses, and expenses (including but not limited to attorney’s fees) arising by reason of any act or failure to act, negligent or otherwise, of Contractor, of any subcontractor (meaning anyone, including but not limited to consultants having a contract with Contractor or a subcontractor for part of the services), of anyone directly or indirectly employed by Contractor or by any subcontractor, or of anyone for whose acts the Contractor or its subcontractor may be liable, in connection with providing these services. This provision does not, however, require Contractor to indemnify, hold harmless, or defend the City of Columbia from its own negligence.
Indemnification and Hold Harmless Contractor assumes responsibility for and shall defend, indemnify and hold the City, its agents, employees and officials (hereinafter “Indemnitee”) harmless from any and all claims, demands, damages, expenses, losses, fines, penalties or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or in the course of the performance of the Work and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreement.
Hold Harmless Clause SPECIALIST agrees that in no event, including, but not limited to nonpayment by PLAN, PLAN insolvency or breech of this agreement, shall SPECIALIST bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against Subscribers or persons other than the PLAN for services provided pursuant to this agreement. This provision shall not prohibit collection of any applicable copayments billed in accordance with the terms of the PLAN’S Group Dental Membership Agreement. SPECIALIST further agrees that (1) this provision shall survive the termination of this agreement regardless of the cause giving rise to such termination and shall be construed to be for the benefit of the PLAN’S Subscribers and that (2) this provision supersedes any oral or written agreement to the contrary now existing or hereafter entered into between DENTIST and the Subscriber or persons acting on the Subscribers behalf. Any modifications, additions or deletions to the provisions of this hold harmless clause shall become effective on a date no earlier than 30 days after the Delaware Department of Insurance has received written notice of such proposed changes.
HOLD HARMLESS AND INDEMNIFICATION A. The Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or resulting from the acts, errors, or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City.