Obligation to Defend Clause Samples
The Obligation to Defend clause requires one party, typically the indemnifying party, to provide legal defense for the other party if a claim or lawsuit arises that falls within the scope of the agreement. In practice, this means that if a third party sues the indemnified party over issues covered by the contract, the indemnifying party must pay for legal counsel and related defense costs, and may even take control of the defense process. This clause is essential for protecting the indemnified party from the financial and logistical burdens of defending against certain claims, ensuring that risk is appropriately allocated between the parties.
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Obligation to Defend. Each Party on reasonable grounds shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice for that purpose) any claim, action, suit or proceeding by any third party brought against it, with respect to which the Party is entitled to be indemnified pursuant to this Paragraph 12, with the Party’s reasonable costs and expenses of such action subject to said indemnity. The indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding at its expense and through legal advisers of its choice, if it (a) gives notice of its intention to do so to the Party entitled to indemnification, b) acknowledges in writing its obligation to indemnify that Party to the full extent provided by this Paragraph 12, and (c) reimburses that Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such defence by the indemnifying Party. Neither Party shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of the indemnifying Party, which consent shall not be unreasonably withheld.
Obligation to Defend. Notice; Cooperation 6
Obligation to Defend. (a) Each Party shall promptly notify the other in writing of any alleged or threatened infringement of any Vion Licensed Patent in the Territory of which such Party becomes aware. VION shall have the right to defend the Vion Licensed Patents against infringement or interference by other parties in the Territory, including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or interference; provided, however, that ▇▇▇▇▇ shall be entitled in each instance to participate through counsel of its selection and at its own expense. In the event VION determines not to initiate and pursue or participate in such legal action, ▇▇▇▇▇ may initiate legal action to uphold the Vion Licensed Patents against third parties in the Territory. The parties will cooperate in good faith with respect to any such action. Any settlement of any such action shall require VION's prior written approval which may be granted or withheld in VION's sole discretion. The Parties shall be entitled to deduct their respective costs and expenses incurred in connection with prosecuting or participating in such lawsuit from any damages that are awarded. Any remaining damage award in litigation prosecuted by ▇▇▇▇▇ shall be considered Net Sales and shall be subject to the royalty obligation under this Agreement and any remaining damage award in litigation prosecuted by VION shall be retained by VION.
(b) Each Party shall promptly notify the other in writing in the event that a third party shall bring a claim or action of infringement against ▇▇▇▇▇ or VION in the Territory. VION shall have the right to defend, at its own expense, any such third party claim or action and to settle or compromise the same in such manner as it shall see fit, provided, that VION shall consult with ▇▇▇▇▇ as to any such settlement or compromise. ▇▇▇▇▇ may participate in such litigation or claim on its behalf at its own expense. If VION elects not to defend against such claim and not to obtain a license to permit ▇▇▇▇▇ to exercise its license or sublicense free of such claim, then ▇▇▇▇▇ may, in its own name and at its sole expense, defend such claim and may compromise, settle or otherwise pursue such defense in such a manner and on such terms as ▇▇▇▇▇ shall see fit.
Obligation to Defend. Notice; Cooperation 6 9.5 Conflicts 11
16.1 Intercept Devices 15 16.2 Subpoenas 15 16.3 Law Enforcement Emergencies 15 53.1 Definitions 23 53.2 Acronyms 23 5.1 End User Disconnect Procedures 32 6.5 Conflicts 34
Obligation to Defend. Notice; Cooperation 6 9.6 Conflicts 11
16.1 Intercept Devices 15 16.2 Subpoenas 15 16.3 Law Enforcement Emergencies 15 53.1 Definitions 23 53.2 Acronyms 24
4.1 Local Traffic and IntraLATA Traffic 32
4.2 Trunking and Facilities 32 5.1 Protective Protocols 33 5.2 Expansive Protocols 33 5.3 Mass Calling 33
2.1 Trunk Provisioning Intervals 54
2.2 Trunking Grade of Service 54
2.3 Trunk Service Restoration 55
4.1 Local Service Request (LSR) 55
4.2 Local Service Request Confirmation (LSCN) 56 4.3 Performance Expectation 56
Obligation to Defend. Promptly after a SMUD Indemnitee receives notice of any Losses for which it will seek indemnification pursuant to this Article 10, the SMUD Indemnitee will notify Contractor of the Losses in writing. No failure to so notify Contractor will abrogate or diminish Contractor’s obligations if Contractor has or receives knowledge of the Losses by other means or if the failure to notify does not materially prejudice its ability to defend the Losses. Within fifteen (15) days after receiving a SMUD Indemnitee’s notice of Losses, and if possible no later than ten (10) days before the date on which any formal response to the Losses is due, Contractor will notify SMUD and the SMUD Indemnitee in writing as to whether Contractor acknowledges its indemnification obligation and elects to assume control of the defense of the Losses (“Notice of Election”). If Contractor timely delivers a Notice of Election, Contractor will be entitled to have sole control over the defense of the Losses, under and subject to the terms of this Section 10.5. The Notice of Election shall identify counsel selected by Contractor to provide a defense, and such counsel shall be acceptable to SMUD in SMUD’s sole discretion; provided, however, if such counsel is a member of a firm which regularly practices in such matters and such counsel has significant experience in defending such matters, SMUD will not unreasonably withhold its approval of such counsel. Nothing in this section will preclude SMUD or the SMUD Indemnitee from participating in its defense and retaining its own counsel at its own expense. If Contractor does not deliver a timely Notice of Election, or if Contractor otherwise fails to fulfill its indemnification obligations under this Article 10, SMUD or the SMUD Indemnitee may defend the Losses in such manner as it may deem appropriate, or may take any other actions it deems necessary and appropriate to defend, resolve or settle such Losses, and shall be fully indemnified by Contractor therefor. Contractor will promptly reimburse SMUD and the SMUD Indemnitee upon demand for all amounts suffered or incurred by SMUD and the SMUD Indemnitee as a result of or in connection with the Losses. SMUD and the SMUD Indemnitee will provide reasonable assistance to Contractor, at Contractor’s cost and expense, including reasonable assistance from SMUD and the SMUD Indemnitee’s employees, agents, and affiliates, as applicable. Notwithstanding anything in the Contract to the contrary, Contractor may no...
Obligation to Defend. Subject to the limitations set forth below, iVillage, at its own expense, will defend, or at its option settle, any claim, suit or proceeding against Intuit and pay any final judgment entered or settlement against Intuit in any such claim, suit or proceeding, to the extent that such claim, suit or proceeding is based upon (a) the infringement of any trademark or service ▇▇▇▇ rights by the iVillage Brand Features; or
Obligation to Defend. Subject to the limitations and exclusions stated below, Freescale and each member of the Freescale Group will defend, at Freescale’s expense, any Claim against Motorola (which, for purposes of this Section 5.3 (Freescale Indemnified Products) also includes “Motorola Indemnified Parties” as defined in the Master Separation and Distribution Agreement), and will indemnify and hold Motorola harmless from all Damages awarded in the Suit or resulting from settlement of the Suit or any Claim. “Suit” means a lawsuit based on a Claim. For purposes of this Section, “Claim” means a claim that a product:
Obligation to Defend. Webroot will defend or at its option settle a claim against Partner brought by a third party, and pay all finally awarded costs and damages against Partner that are specifically attributable to such claim or that Webroot agrees to in a monetary settlement of such claim, to the extent that the claim asserts that the BrightCloud Service directly infringes that third party’s registered U.S. patents or copyrights, or misappropriates that third party’svalid U.S. trade secrets.
Obligation to Defend. If the indemnifying Party, within a reasonable time following (but in any event no later than thirty (30) calendar days from the date of) receipt of notice of any Claim, either refuses or fails to undertake the defense of any Claim, then the indemnified Party, upon further written notice to the indemnifying Party, shall have the right (but not the obligation) to undertake its own defense, compromise or settlement of such Claim. If the indemnified Party elects to undertake such defense, compromise or settlement, the indemnifying Party shall remain fully liable for (and shall promptly pay as and when incurred) all Losses related thereto, including without limitation any and all reasonable costs and expenses incurred by the indemnified Party in said defense, compromise or settlement.