Defended Party definition

Defended Party means the party making such a request. The Defending Party will have no obligations to the Defended Party under this Section 10 unless the Defended Party: (i) provides the Defending Party with prompt written notice of the claim; (ii) provides the Defending Party with all reasonable information and assistance, at the Defending Party’s expense, to defend or settle the claim; and (iii) (subject to the provisos as set forth in Sections 10.1 (ii) and 10.2 (ii)), grants the Defending Party authority and sole control of the defense and settlement of the claim. The Defended Party reserves the right to retain counsel, at the Defended Party’s expense, to participate in the defense and settlement of any such claim.
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Defended Party means a Party entitled to defense from the Defending Party under Section 7 (“Third-Party Claims”) of these General Terms and Conditions. Defending Party means a Party obligated to provide defense to the Defended Party under Section 7 (“Third Party Claims”) of these General Terms and Conditions. Documentation means user manuals, training materials, product descriptions and specifications, technical manuals, supporting materials and other information relating to products and services offered by Itron, which Itron customarily makes available to its customers. DRAFT Fees means all amounts payable to Itron by Customer for products and services provided under this Agreement, as set forth in an Order Document or Statement of Work.
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Defended Party is defined in Section 10.6(c) hereof.
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Examples of Defended Party in a sentence

  • The Defending Party’s obligations under this Section (b) are conditioned upon the Defended Party (i) giving prompt written notice of the Claim to the Defending Party; (ii) permitting the Defending Party to retain sole control of the investigation, defense or settlement of the Claim, and (iii) providing the Defending Party with such cooperation and assistance, as it may reasonably request, from time to time, in connection with the investigation, defense or settlement of the Claim.

  • Additionally, the amount payable by the Defending Party to the Defended Party under the first paragraph of this Section 11(b) for the Defended Party’s administrative expenses in handling the Claim shall be reduced in proportion to the Defended Party’s Liability.

  • At a party’s request (the “Defended Party”), the other party (the “Defending Party”) shall, at its own expense, defend or settle any claim, suit, action, or proceeding brought against the Defended Party by a third party which primarily alleges that the Defending Party’s negligent or wrongful acts or omissions have directly harmed such third party (“Claim”).

  • Company agrees that the Defended Party shall have the right to control and participate in the defense of any such demand, suit or cause of action concerning matters that relate to the Defended Party, and that such suit will not be settled without the Defended Party’s consent, which consent shall not be unreasonably withheld.

  • If, in the Defended Party’s reasonable judgment, a conflict exists in the interests of the Defended Party and Company in such demand, suit or cause of action, the Defended Party may retain its own counsel whose reasonable fees shall be paid by Company.

  • The Defending Party shall not enter into any settlement of a Claim against a Defended Party without the Defended Party’s prior written consent unless: (a) there is no admission of fault of the Defended Party; (b) there is no injunctive or other non-monetary relief against the Defended Party; and, (c) the settlement includes the claimant’s or plaintiff’s release of the Defended Party from all liability in respect of the Claim.

  • The Defending Party will defend the Defended Party from and against Claims arising from personal bodily injury, death, or damage to tangible personal property or real property, and will indemnify the Defended Party from resulting settlements approved by the Defending Party and final judgments entered against the Defended Party, to the extent caused by the negligence of the Defending Party.

  • The Defending Party will defend the Defended Party from and against Claims arising from personal bodily injury, death, or damage to tangible personal property or real property to the extent caused by the negligence of the Defending Party or its employees, agents, or contractors under this Agreement.

  • Itron, as the Defending Party, will defend Customer, as the Defended Party, from and against Claims alleging that any Itron-branded products or services, as delivered to Customer, infringe upon any third party’s Intellectual Property Rights within the Territory (“IP Claims”).

  • The Defended Party may, however, participate in the defense or settlement of such Claim at its own expense and with its own choice of counsel.


More Definitions of Defended Party

Defended Party means the party making such a request. The Defending Party will have no obligations to the Defended Party under this Section 10 unless the Defended Party: (i) provides the Defending Party with prompt written notice of the claim; (ii) provides the Defending Party with all * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement 13 March 25, 2004 reasonable information and assistance, at the Defending Party’s expense, to defend or settle the claim; and (iii) (subject to the provisos as set forth in Sections 10.1 (ii) and 10.2 (ii),) grants the Defending Party authority and sole control of the defense and settlement of the claim. The Defended Party reserves the right to retain counsel, at the Defended Party’s expense, to participate in the defense and settlement of any such claim.
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Defended Party means a Party entitled to defense from the other Party under Section 7 (“Third-Party Claims”) of these General Terms and Conditions. Defending Party means a Party obligated to provide defense to the other Party under Section 7 (“Third Party Claims”) of these General Terms and Conditions.
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Related to Defended Party

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

  • third party proceeding means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation.

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

  • Covered Party has the meaning assigned to it in Section 9.21.

  • 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.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

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

  • Settling Party means any one of, and “Settling Parties” means all of, the parties to the Stipulation, namely Defendants and Plaintiffs (on behalf of themselves and the Settlement Class).

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

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

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

  • Aggrieved party means a party entitled to pursue a remedy.