Claims by Third Parties definition

Claims by Third Parties has the meaning established within Section 8.04 of this Agreement.
Sample 1

Examples of Claims by Third Parties in a sentence

  • Section VI.1 Indemnification of Directors and Officers: Claims by Third Parties.

  • All costs and expenses relating to any defense, settlement and judgments in actions commenced pursuant to this Section 7.4 (Infringement Claims by Third Parties) shall be borne by the Party that incurs such cost.

  • Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 5.4 (Infringement Claims by Third Parties) shall be borne by Licensee.

  • Without limiting the generality of the foregoing, the following provisions, except to the extent they limit the indemnity which may be provided pursuant to the foregoing, shall apply: 2.1 - Indemnification of Directors and Officers: Claims by Third Parties.

  • The obligations and liabilities of an indemnifying party under Section 15.1 or 15.2 hereof with respect to Damages resulting from Claims by Third Parties will be subject to the following terms and conditions: [*Confidential treatment has been requested as to certain portions of this document.

  • Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Clause 6.4 (Infringement Claims by Third Parties) shall be borne by Licensee, subject to Clause 5.4(d) (Reductions) in the case of royalties.

  • Indemnification of Directors and Officers: Claims by Third Parties.

  • Notwithstanding the foregoing, nothing in this Section Nine is intended to terminate either Party's right to seek indemnification from the other Party with respect to Claims by Third Parties as set forth in Article VIII of the License Agreement.

  • The foregoing waiver of consequential damages shall not affect in any manner Buyer's indemnification obligations with respect to, and any and all Liability associated with, Claims by Third Parties under any of the Transaction Documents including Buyer's indemnification of the Indemnified Persons under Article 10 for Claims by Third Parties.

  • Subject to the provisions of Sections 7.4 (Infringement Claims by Third Parties), 7.5 (Invalidity or Unenforceability Defenses or Actions) and 7.7 (Product Trademarks), at its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within [†] after the indemnifying Party’s receipt of an Indemnification Claim Notice.

Related to Claims by Third Parties

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

  • Third Party Data has the meaning set forth in Section 9.3(a).

  • Third Parties means all lessees, sublessees, licensees and other users of the Properties, excluding those users of the Properties in the ordinary course of the Borrower's business and on a temporary basis.

  • Third Party Information means confidential or proprietary information subject to a duty on the Company’s and its affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes.

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

  • Claims is defined in Section 12.3.

  • Third Party Beneficiaries has the meaning given to it in Clause 45.1;

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

  • Third Party Providers or “TPPs” means any payment service provider that provides payment services to you or someone else that concerns the Account, for example, an AISP (described in Clause 1(c) below).

  • Third Party Items means Third Party Content and Third Party Products.

  • Released Plaintiffs’ Claims means any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature, or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including Unknown Claims, whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule (including claims within the exclusive jurisdiction ofthe federal courts, such as, but not limited to, federal securities claims or other claims based upon the purchase or sale of Class Shares), that are, have been, could have been, could now be, or in the future could, can, or might be asserted, in the Action or in any other court, tribunal, or proceeding by Plaintiff or any other Activision stockholder derivatively on behalf of Activision or as a member of the Class, or by Activision directly against any of the Defendants’ Releasees, which, now or hereafter, are based upon, arise out of, relate in any way to, or involve, directly or indirectly, any of the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, facts, practices, events, claims or any other matters, things or causes whatsoever, or any series thereof, that relate in any way to, or could arise in connection with, the Transaction (or relate to or arise as a result of any of the events, acts or negotiations related thereto) and the nomination, appointment or election of Activision directors, including but not limited to those alleged, asserted, set forth, claimed, embraced, involved, or referred to in, or related to the Fifth Amended Class and Derivative Complaint or the Action, except for claims relating to the enforcement of the Settlement and for any claims that Defendants may have against any of their insurers, co-insurers or reinsurers that are not otherwise released pursuant to other documentation. For the avoidance of doubt, the Released Plaintiff’s Claims include all of the claimsasserted in the Miller Action, but do not include claims based on conduct of Defendants’ Releasees after the Effective Date.

  • 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.

  • Licensor Indemnitees has the meaning set forth in Section 9.1.

  • 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.

  • Third Party Applications means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application.

  • Claims Made Coverage. If any required insurance is written on a “claims made” form, Contractor shall maintain the coverage continuously throughout the Term, and, without lapse, for three years beyond the termination or expiration of this Agreement and the JBE’s acceptance of all Work provided under this Agreement. The retroactive date or “prior acts inclusion date” of any “claims made” policy must be no later than the date that Work commences under this Agreement.

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

  • Contractor Parties means a Contractor’s members, directors, officers, shareholders, partners, managers, principal officers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity of oral or written contract (e.g. subcontractor) and the Contractor intends for such other person or entity to perform under the Contract in any capacity. For the purpose of this Contract, vendors of support services, not otherwise known as human service providers or educators, shall not be considered subcontractors, e.g. lawn care, unless such activity is considered part of a training, vocational or educational program.

  • Released Persons means each and all of the Defendants and their Related Parties.

  • Third Party Agreements means any Contract between or among a Party (or any member of its Group) and any other Persons (other than the Parties or any member of their respective Groups) (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Versum Assets or Versum Liabilities, or Air Products Retained Assets or Air Products Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II).

  • Access Information means information that alone or together with other information, can provide access to any portion of Your Account, including but not limited to, Your Account number, login names, passwords, credit card or other financial information, security questions and their respective answers, and any other similar information. For the avoidance of doubt, Your Access Information will include any similar information for each of Your Users.

  • Third Party Rights means the Intellectual Property of any third party;

  • Claims Made Policies has the meaning set forth in Section 5.01(b).

  • Third Party Liability has the meaning ascribed thereto in Section 8.3.2;