Immediate Obligation to Defend Sample Clauses

The Immediate Obligation to Defend clause requires one party to promptly provide a legal defense for another party as soon as a claim or lawsuit arises, typically in the context of indemnification. In practice, this means that if a third party initiates legal action against the protected party, the obligated party must step in without delay to manage and fund the defense, regardless of whether liability has been established. This clause ensures that the protected party does not face the burden of legal costs or uncertainty while the underlying dispute is resolved, thereby allocating risk and providing immediate support in litigation situations.
Immediate Obligation to Defend. Tenant specifically acknowledges that it has an immediate and independent obligation to defend City or the City Entity from any claim which is actually or potentially within the scope of the indemnity provision of this Section 12 or any other indemnity provision under this Lease, even if such allegation is or may be groundless, fraudulent or false, and such obligation arises at the time such claim is tendered to Tenant and continues at all times thereafter.
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Immediate Obligation to Defend. Tenant specifically acknowledges that it has an immediate and independent obligation to defend the Indemnified Parties from any claim which is actually or potentially within the scope of the indemnity provision of Section 13.1 or any other indemnity provision under this Lease, even if such allegation is or may be groundless, fraudulent or false, and such obligation arises at the time such claim is tendered to Tenant by an Indemnified Party and continues at all times thereafter and provided further that, in the event it is later determined by a court of competent jurisdiction that the claim made falls outside the scope of the indemnity provisions of this Agreement, Landlord shall promptly reimburse Tenant for Tenant’s reasonable attorneys fees and other costs incurred in defending such claim.‌
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Immediate Obligation to Defend. The Developer specifically acknowledges that it has an immediate and independent obligation to defend the Indemnified Parties from any claim which is actually or potentially within the scope of the indemnity provision of Section 7.1 (Indemnification of the City) or any other indemnification provision of this Agreement, even if such allegation is or may be groundless, fraudulent or false, and such obligation arises at the time such claim is tendered to the Developer by an Indemnified Party and continues at all times thereafter; provided further that, in the event it is later determined by a court of competent jurisdiction that the claim made falls outside the scope of the indemnification provisions in this Agreement, the City shall promptly reimburse the Developer for the Developer’s reasonable attorneys’ fees and other costs incurred in defending such claim.
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Immediate Obligation to Defend. Subject to the provisions of Section 39 hereof, Tenant specifically acknowledges that it has an immediate and independent obligation to defend the Indemnified Parties from any claim which is actually or potentially within the scope of the indemnity provision of Section 16.1 or any other indemnity provision under this Lease, even if such allegation is or may be groundless, fraudulent or false, and such obligation arises at the time such claim is tendered to Tenant by an Indemnified Party and continues at all times thereafter and provided further that, in the event it is later determined that the claim made falls outside the scope of the indemnity provisions of this Agreement, Landlord shall reimburse Tenant for Tenant's reasonable attorneys fees and other costs incurred in defending such claim.
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Immediate Obligation to Defend. University agrees to defend the City and the other City Indemnified Parties against any claims that are actually or potentially within the scope of its indemnity obligations under this Agreement even if such claims may be groundless, fraudulent or false. The City or City Indemnified Party against whom any claim is made that may be within the scope of the indemnity provisions of this Agreement shall provide notice to University of such claim promptly after learning of such claim, and thereafter shall reasonably cooperate with University in the defense of such claim; provided that any failure to provide such notice shall not affect University’s obligations under any such indemnity provisions except to the extent University is prejudiced by such failure. City agrees to defend University and the other University Indemnified Parties against any claims that are actually or potentially within its scope of the indemnity obligations of this Agreement even if such claims may be groundless, fraudulent or false. The University or University Indemnified Party against whom any claim is made which may be within the scope of the indemnity provisions of this Agreement shall provide notice to City of such claim promptly after learning of such claim, and thereafter shall reasonably cooperate with City in the defense of such claim; provided that any failure to provide such notice shall not affect City’s obligations under any such indemnity provisions except to the extent City is prejudiced by such failure.
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Immediate Obligation to Defend. The Developer specifically acknowledges that it has an immediate and independent obligation to defend the Indemnified Parties from any claim which is actually or potentially within the scope of the indemnity provision of Section 7.1 (
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Immediate Obligation to Defend. Tenant specifically acknowledges that it has an immediate and independent obligation to defend the Indemnified Parties from any claim which is actually or potentially within the scope of the indemnity provision of Section 14.1 (Indemnification of Landlord) or any other indemnification provision of this Lease, even if such allegation is or may be groundless, fraudulent or false, and such obligation arises at the time such claim is tendered to Tenant by an Indemnified Party and continues at all times thereafter; provided further that, in the event it is later determined by a court of competent jurisdiction that the claim made falls outside the scope of the indemnification provisions in this Lease, Landlord shall promptly reimburse Tenant for Tenant’s reasonable attorneys’ fees and other costs incurred in defending such claim.
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Related to Immediate Obligation to Defend

  • Cooperation obligations The Parties undertake to cooperate to allow the timely submission, examination, publication and defence of any dissertation or thesis for a degree that includes their Results or Background subject to the confidentiality and publication provisions agreed in this Consortium Agreement.

  • Excess Obligations Prohibited This Grant Agreement is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability and actual receipt by System Agency of state or federal funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change, revocation of statutory authority, or lack of appropriated funds that would render either System Agency’s or Grantee’s delivery or performance under the Grant Agreement impossible or unnecessary, the Grant Agreement will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages that are caused or associated with such termination or cancellation, and System Agency will not be required to give prior notice. Additionally, System Agency will not be liable to Grantee for any remaining unpaid funds under this Grant Agreement at time of termination.

  • Termination Obligations The Supplier shall comply with all of its obligations contained in the Exit Plan. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), the Supplier shall: cease to use the Customer Data; provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form (or such other format as reasonably required by the Customer); erase from any computers, storage devices and storage media that are to be retained by the Supplier after the end of the Termination Assistance Period all Customer Data and promptly certify to the Customer that it has completed such deletion; return to the Customer such of the following as is in the Supplier's possession or control: all materials created by the Supplier under this Legal Services Contract in which the IPRs are owned by the Customer; any equipment which belongs to the Customer; any items that have been on-charged to the Customer, such as consumables; and any sums prepaid by the Customer in respect of Ordered Panel Services not delivered by the Expiry Date; vacate any Customer Premises; remove the Supplier Equipment together with any other materials used by the Supplier to supply the Ordered Panel Services and shall leave the sites in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the sites or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier and/or any Supplier Personnel; provide access during normal working hours to the Customer and/or the Replacement Supplier for up to twelve (12) Months after expiry or termination to: such information relating to the Ordered Panel Services as remains in the possession or control of the Supplier; and such members of the Supplier Personnel as have been involved in the design, development and provision of the Ordered Panel Services and who are still employed by the Supplier, provided that the Customer and/or the Replacement Supplier shall pay the reasonable costs of the Supplier actually incurred in responding to requests for access under this paragraph. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), each Party shall return to the other Party (or if requested, destroy or delete) all Confidential Information of the other Party and shall certify that it does not retain the other Party's Confidential Information save to the extent (and for the limited period) that such information needs to be retained by the Party in question for the purposes of providing or receiving any Ordered Panel Services or termination services or for statutory compliance purposes. Except where this Contract provides otherwise, all licences, leases and authorisations granted by the Customer to the Supplier in relation to the Ordered Panel Services shall be terminated with effect from the end of the Termination Assistance Period.

  • Insurance Obligations Borrower fails to promptly perform or comply with any of the covenants contained in the Loan Documents with respect to maintaining insurance, including the covenants contained in Section 4.4.