Defending Actions Clause Samples

Defending Actions. Borrower shall, at its sole cost and expense, appear in and defend any and all actions and proceedings arising under, relating to or in any manner connected with any Lease or the obligations, duties or liabilities of the lessor or any Lessee or guarantor thereunder, and shall pay all costs and expenses of the Lender, including court costs and reasonable attorneys’ fees, in any such action or proceeding in which the Lender may appear;
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Defending Actions. For the purposes of this clause 10, the Industry Body will: (a) co-operate fully with the Service Provider (at the Service Provider’s cost) in defending or settling the Action and make its relevant Personnel available to give statements, advice and evidence as the Service Provider may reasonably request; (b) notify the Service Provider promptly on becoming aware of any Action and give the Service Provider complete authority and, to the extent it is legally and contractually able to do so, information required for the conduct of the defence or settlement of the Action; and (c) allow the Service Provider sole control of the conduct of any Action and all negotiations for its settlement or compromise, provided that: (i) The Service Provider will consult with the Industry Body on all negotiations and proceedings relating to the Action; (ii) in conducting all negotiations and proceedings relating to the Action, the Service Provider will take into consideration the reasonable requirements of the Industry Body; and (iii) The Industry Body may (at its own cost) be represented at all negotiations and proceedings relating to the Action.
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Related to Defending Actions

  • Pending Actions There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.

  • No Pending Actions There are no actions, suits or proceedings pending or to the knowledge of the Company, threatened against the Company at law or in equity or before or by any Federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which will have a material adverse effect on the business or property of the Company.

  • Cooperation with Investigations You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items deposited through the Service in your possession and your records relating to such items and transmissions.

  • No Pending Action No action, suit, proceeding or investigation before any court, administrative agency or other governmental authority shall be pending or threatened wherein an unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded.

  • Closing Actions 7.2.1 On the Closing Date, the Parties shall perform the following actions (the “Closing Actions”): (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller shall assign, to ▇▇▇.▇▇▇▇, the “▇▇▇.▇▇▇▇” sign as well as any related trademarks, trade names, domain names, copyrights and similar Intellectual Property Rights, substantially on the terms as included in Schedule 7.2.1(x); (xi) the Parties shall sign, and the Seller shall cause any other relevant entity of the CMB Group (with the exclusion of Euronav and its affiliates) to sign a license agreement in relation to the licensing of the “Bocimar”, “Bochem” and “Delphis” (word and/or device) signs, substantially on the terms as included in Schedule 7.2.1(xi); (xii) to the extent any Windcat Domain Names are registered in name of an entity of the CMB Group other than a Group Company, the Seller shall deliver evidence of the transfer of such domain name to a Group Company; and (xiii) the Seller shall deliver to the Purchaser evidence of the satisfaction of its pre-Closing Covenants set forth in Clause 6.6. 7.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all of the other Closing Actions. 7.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Seller, and the Seller may at any time waive any of the Closing Actions required to be done by the Purchaser. 7.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if the Seller fails to fulfil any of its Closing Actions) or the Seller (if the Purchaser fails to fulfil any of its Closing Actions) may: (i) proceed to Closing to the extent reasonably possible and permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance; (ii) defer Closing, in which event the provisions of this Clause 7 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or (iii) terminate this Agreement in accordance with Clause 15, in which case all Closing Actions already fulfilled shall be deemed null and void. Such termination right is without prejudice to any other rights or remedies which the non-defaulting Party may have under applicable Law against the Party in breach of its Closing Actions.