Harris

MEMORANDUM **

This matter was submitted to the district court on stipulated facts. Gulf Insurance Company (“Gulf’) appeals the judgment of the district court entered in favor of Plaintiffs as to the claims for defense costs and indemnification with respect to a securities class action. (Order Granting Joint Application for Judicial Resolution of Counts I and II of Pis.’ First Am. Compl. and Entering J. on Counts I and II of Pis.’ First Am. Compl. Under Federal Rule of Civil Procedure 54(b).)

We have jurisdiction pursuant to 28 U.S.C. § 1291 . The parties agree that California law governs in this diversity action. See also Erie R.R. Co. v. Tompkins, 304 U.S. 64, 78 , 58 S.Ct. 817 , 82 L.Ed. 1188 (1938). We review the district court’s interpretation of state law, interpretation of insurance policy language, and grant of summary judgment de novo. See Stanford Ranch, Inc. v. Maryland Cas. Co., 89 F.3d 618, 624 (9th Cir.1996). To prevail on summary judgment, a party must show that there is no genuine issue as to any material fact and that the party is entitled to judgment as a matter of law. See Fed.R.Civ.P. 56(c).

Gulf argues that it is entitled to judgment as a matter of law…