Article IX Third Party Claim definition

Article IX Third Party Claim a Third Party Claim in which at least one member of the RemainCo Group and at least one member of the SpinCo Group are codefendants. Base Rate: the rate which Citibank, N.A. (or any successor thereto or other major money center commercial bank agreed to by the parties hereto) announces from time to time as its base lending rate, as in effect from time to time. best efforts: a Person’s good faith best efforts to achieve a goal as expeditiously as possible, which may require the incurrence of expense or hardship in order to achieve the reasonable expectations of the other party as agreed hereunder.
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Examples of Article IX Third Party Claim in a sentence

  • Even though the interests of RemainCo and SpinCo with respect to the BSI Litigation and Article IX Third Party Claims remain mutual, common and consistent with each other, each party may, with reasonable written notice, withdraw prospectively from the joint defense described in this Article IX with respect to any Article IX Third Party Claim if both parties mutually consent.

Related to Article IX Third Party Claim

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Third Party Infringement Claim has the meaning set forth in Section 9.4.

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Third Party Infringement has the meaning set forth in Section 5.1.

  • Infringement Claim means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright.

  • Indemnifying Party Information All information in the Prospectus Supplement or any amendment or supplement thereto (i) contained under the headings "Summary--Relevant Parties--Responsible Party "The Mortgage Loan Pool--Underwriting Guidelines" and (ii) regarding the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties (but in the case of this clause (ii), only to the extent any untrue statement or omission of a material fact arose from or is based upon errors or omissions in the information concerning the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties, as applicable, provided to the Depositor or any affiliate by or on behalf of the Indemnifying Party), [and static pool information regarding mortgage loans originated or acquired by the seller [and included in the Prospectus Supplement, the Offering Circular or the Comp Materials][incorporated by reference from the Seller's website at [________]].

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Independent Third Party means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Investor Indemnified Party is defined in Section 4.1.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • IP Claim means a Claim made against you by a third party alleging that the Stripe Technology, Services or a Stripe Mark provided to and used by you in accordance with this Agreement infringes or misappropriates the IP Rights of the third party making the Claim, excluding Claims made by Connected Accounts.