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 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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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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Examples of Defended Party in a sentence

  • The Defended Party may, at its sole expense, engage additional counsel of its choosing for purposes of conferring with the Defending Party’s counsel.

  • The Defended Party may, at its sole expense, engage additional counsel of its choosing for purposes RI FRQIHUULQJ ZLWK W.

  • 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”).

  • The Defending Party will pay damages finally awarded against the Defended Party (or the amount of any settlement the Defending Party enters into) with respect to such Claims, and will pay reasonable attorney’s fees in connection with such defense.

  • 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.

  • 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.

  • This obligation is contingent on the Defended Party providing the Defending Party: (i) written notice within thirty (30) days of receiving a Claim; (ii) all reasonable assistance (at the expense of the Defending Party) and necessary information within its control for the Defending Party to conduct a defense; and (iii) with sole control of the defense and settlement of the Claim.

  • As a condition of the Defending Party's obligations set forth in the preceding sentence, the Defended Party shall give the Defending Party prompt written notice of any such Claims as described in the first sentence of this Section, full authority to defend and settle such Claims and all reasonable assistance to the Defending Party (at the Defending Party's expense) as may be requested by Defending Party.


More Definitions of Defended Party

Defended Party is defined in Section 10.6(c) hereof.
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Related to Defended Party

  • Defending Party has the meaning set forth in Section 14.2.3.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified 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.