Defending Party Clause Samples

The 'defending-party' clause designates which party in a contract is responsible for defending against certain claims, lawsuits, or legal actions that may arise in connection with the agreement. Typically, this clause outlines the obligations of the defending party, such as providing legal representation, covering defense costs, and managing the defense process if a third party brings a claim related to the contract's subject matter. Its core practical function is to allocate responsibility for legal defense, thereby clarifying which party must respond to and manage potential legal disputes, and reducing uncertainty or conflict over who bears these obligations.
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Defending Party. Notwithstanding who is controlling the defense or settlement of any third party claim (the “Defending Party”), and without regard to who might be ultimately responsible for the liability related thereto, the Defending Party shall diligently and vigorously defend such claim (subject to the Defending Party’s right to settle such Indemnified Party Claim in accordance with the terms of this Section 8.3.
Defending Party. 90 Certificates................................
Defending Party. “Defending Party” shall have the meeting set forth in Section 18.2.4 of this Agreement.
Defending Party. Section 9.3(B) Employees ........................................................ Section 8.1(A) Excluded Employees ............................................... Section 8.1(A) Ferro ............................................................
Defending Party. Notwithstanding anything to the contrary, the purported Indemnified Party shall have the sole and absolute right to: (1) conduct the defense of the Third Party Claim; (2) choose the attorneys providing the legal representation; and (3) diligently prosecute the Third Party Claim to a final resolution. Notwithstanding the foregoing, if the CITY has the purported duty to indemnify the LESSEE under this Agreement and repudiates such duty in a written notice to LESSEE or fails to assume the defense of such Third Party Claim, then in such event, the LESSEE may proceed with: 1. the conduct the defense of the Third Party Claim; and 2. choose the attorneys providing the legal representation; and 3. diligently prosecute the Third Party Claim to a Final Resolution. Nothing in this Agreement shall be construed to be waiver of sovereign immunity by the CITY. [REVIEW OUR LANGUAGE]

Related to Defending Party

  • Indemnified Party If a Party is entitled to indemnification under this Article 18 as a result of a claim by a third party, and the indemnifying Party fails, after notice and reasonable opportunity to proceed under Article 18.1.3, to assume the defense of such claim, such Indemnified Party may at the expense of the Indemnifying Party contest, settle or consent to the entry of any judgment with respect to, or pay in full, such claim.

  • Third Party Claim A Claim where there is (a) a claim, demand, suit or action by a person who is not a Party, (b) a settlement with, judgment by, or liability to, a person who is not a Party, or (c) a fine or penalty imposed by a person who is not a Party.