Defense of Claims definition

Defense of Claims. The Resident/Fellow Physician agrees to cooperate with the investigation and defense by UPMC ME or its insurance carrier of any incident, claim or lawsuit which may arise in connection with patient care activities taking place during the term of this appointment, whether or not the Resident/Fellow Physician is a named defendant. In the event that the Resident/Fellow Physician is served with a summons or a subpoena pertaining to UPMC ME, or any of its affiliated entities or its other respective officers or employers, he/she will promptly notify the UPMC ME Office or the UPMC Risk Management Department. These obligations will survive the expiration or termination of the Resident/Fellow Physician's appointment with UPMC ME. Separate Employment/Moonlighting: The Resident/Fellow Physician is required to notify his/her Program Director in advance of any proposed employment outside of the UPMC ME Residency/Fellowship Program, and the number of hours devoted to such employment. The Resident/Fellow Physician is prohibited from working additional hours as a physician rendering patient care services elsewhere without prior written approval from his/her Program Director, or if such separate employment would cause him/her to exceed the maximum number of work hours permitted by UPMC ME’s policy on Clinical and Educational Work Hours and the Accreditation Council for Graduate Medical Education (ACGME) regulation. Any failure to comply with this provision will be deemed a material breach of this Appointment Agreement and may cause the Resident/Fellow Physician to be subject to disciplinary action. Any Resident/Fellow Physician training under a J-1 Exchange Visitor visa sponsored by ECFMG shall refer to the UPMC ME policy on Resident/Fellow Visas as it pertains to prohibited additional compensation. Pre-employment Responsibilities: The Resident/Fellow Physician must satisfactorily complete a pre-employment test to rule out the use of non-approved substances under applicable UPMC policies and practices supporting a drug and alcohol-free work environment. The Resident/Fellow Physician must also satisfactorily complete employment, reference, criminal history, child abuse and other standard UPMC background checks under applicable UPMC policies and practices. FINANCIAL SUPPORT AND BENEFITS PGY- Financial Support: The Resident/Fellow Physician's annual financial support can be found on the UPMC ME website for the specific PGY appointment each appointment year and will be payable...
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Defense of Claims. A party entitled to indemnification hereunder (an "Indemnified Party") agrees to notify each party required to indemnity hereunder (an "Indemnifying Party") with reasonable promptness of any claim asserted against it in respect of which any Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. An Indemnifying Party shall have the right to defend any such claim at its or his own expense and with counsel of its or his choice; provided, however, that such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; and provided further, that the Indemnified Party may participate in such defense, if it so chooses, with its own counsel and at its own expense.
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Defense of Claims. A party entitled to indemnification hereunder (an "Indemnified Party") agrees to notify each party required to indemnity hereunder (an "Indemnifying Party") with reasonable promptness of any claim asserted against it in respect of which any Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written
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Examples of Defense of Claims in a sentence

  • Notwithstanding anything to the contrary herein, the following provisions shall survive any termination hereof: Sections 10 (Defense of Claims), 11 (Access to Records), 12 (Management Fee), 15 (Disputes), 19 (Representation and Warranties) and 21 (Miscellaneous).

  • The parties agree that the covenants contained in paragraph 5.11 (Records), paragraph10.4 (Indemnification of CalPERS Determination), Section 11 (Indemnity), paragraph12.8 (Claims-Made Policies), paragraph 13.2 (Consultant Cooperation in Defense of Claims), and paragraph 18.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

  • If the amount required for settlement exceeds this amount, the Parties shall determine the further handling of the Claims under Article 19.4 (Defense of Claims and Lawsuits).

  • The parties agree that the covenants contained in paragraph 5.11 (Records), paragraph 10.4 (Indemnification of CalPERS Determination), Section 11 (Indemnity), paragraph 12.8 (Claims-Made Policies), paragraph 13.2 (Consultant Cooperation in Defense of Claims), and paragraph 18.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

  • The parties agree that the covenants contained in Section 5.11 (Records), Section 10.4 (Indemnification of CalPERS Determination), Section 11 (Indemnification), Section12.8 (Claims-Made Policies), Section 13.2 (Consultant Cooperation in Defense of Claims), and Section 18.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

  • The parties agree that the covenants contained in Section 5.11 (Records), Section 10.4 (Indemnification of CalPERS Determination), Section 11 (Indemnification), Section12.8 (Claims-Made Policies), Section 13.2 (Consultant Cooperation in Defense of Claims), and Section 18.1 (Confidentiality) of this Agreement shall survive theexpiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

  • Defense of Claims We have the right and duty to defend any claim against you including the appeal thereof seeking damages to which this insurance applies even if any of the allegations are groundless, false, or fraudulent.

  • Because the surface brightness of DIRBE data is more accurately calibrated than that of IRAS, we have scaled the IRAS data to the DIRBE calibration with a relation I(DIRBE) = 0.90 I(IRAS) + 1.34 MJy sr–1 (for the method see Lehtinen et al.

  • Defense of Claims Should any claim be made or any legal action brought in any way relating hereto or to the Work hereunder, except as expressly provided herein, the Design-Build Firm shall diligently render to the City, after additional compensation is mutually agreed upon, any and all assistance which the City may require of the Design-Build Firm.

  • Defense of Claims Supplier will be solely responsible for all costs and expenses associated with the defense of all third-party Claims against Commonwealth Indemnified Parties.


More Definitions of Defense of Claims

Defense of Claims. With respect to any action, suit or proceeding as to which DIRECTOR is seeking indemnification under this Agreement and as to which DIRECTOR notifies VICORP pursuant to the provisions hereof: (a) VICORP will be entitled to participate therein at its own expense; and (b) Except as otherwise provided below, to the extent that it may wish, VICORP jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to DIRECTOR. After notice from VICORP to DIRECTOR of its election so to assume the defense thereof, VICORP will not be liable to DIRECTOR under this Agreement for any legal or other expenses subsequently incurred by DIRECTOR in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. DIRECTOR shall have the right to employ his counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from VICORP of its assumption of the defense thereof shall be at the expense of DIRECTOR unless (i) the employment of counsel by DIRECTOR has been authorized by VICORP, (ii) DIRECTOR shall have reasonably concluded that there may be a conflict of interest between VICORP and DIRECTOR in the conduct of the defense of such action or (iii) VICORP shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of VICORP. VICORP shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of VICORP or as to which DIRECTOR shall have made the conclusion that there may be a conflict of interest between VICORP and DIRECTOR in the conduct of the defense of such action.
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Related to Defense of Claims

  • Released Plaintiff 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, counterclaims, offsets, issues, and controversies of any kind, nature, or description whatsoever, whether accrued or unaccrued, disclosed or undisclosed, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, whether based on state, local, federal, statutory, regulatory, common, or other law or rule, including known claims and Unknown Claims, that (a) were asserted in the Derivative Matters, or (b) Plaintiffs (individually or derivatively on behalf of AMC) or AMC ever had, now have, or hereafter can, shall, or may have that, in full or in part, concern, relate to, arise out of, or are in any way connected to the claims, allegations, transactions, facts, circumstances, events, acts, disclosures, statements, representations, omissions, or failures to act alleged, set forth, referred to, or involved in the Derivative Matters. For the avoidance of doubt, the Released Plaintiff Claims shall not include any claims to enforce the Stipulation or the Settlement.

  • Proof of Claim and Release means the Proof of Claim and Release form for submitting a Claim, which, subject to approval of the Court, shall be substantially in the form attached hereto as Exhibit A-2, that a Class Member must complete and submit should that Class Member seek to share in a distribution of the Net Settlement Fund.

  • Release of Claims means the Release of Claims in substantially the same form attached hereto as Exhibit A (as the same may be revised from time to time by the Company upon the advice of counsel).

  • Plaintiffs’ Releasees means Plaintiffs, and any and all of their related parties, including, without limitation, any and all members of their immediate families, agents or other persons acting on their behalf, attorneys, advisors, financial advisors, accountants, assigns, creditors, heirs, estates and legal representatives.

  • Released PAGA Claims means the claims being released as described in Paragraph 6.2 below.

  • Released Plaintiffs’ Claims means all 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 of the 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 claims asserted in the Miller Action, but do not include claims based on conduct of Defendants’ Releasees after the Effective Date.

  • Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown, that any Debtor or any Estate may hold against any Person or Entity, including, without limitation, the Causes of Action of the Debtors or their Estates, in each case solely to the extent of the Debtors’ or their Estates’ interest therein. A non-exclusive list of the Litigation Claims held by the Debtors as of the Effective Date will be Filed with the Plan Supplement, which will be deemed to include any derivative actions filed against any Debtor as of the Effective Date.

  • Defendants’ Releasees means Defendants and their current and former parents, affiliates, subsidiaries, officers, directors, agents, successors, predecessors, assigns, assignees, partnerships, partners, trustees, trusts, employees, Immediate Family Members, insurers, reinsurers, and attorneys.

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

  • Released Defendants’ Claims means all claims and causes of action of every nature and description, whether known claims or Unknown Claims, whether arising under federal, state, common or foreign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims asserted in the Action against Defendants. Released Defendants’ Claims do not include: (i) any claims relating to the enforcement of the Settlement;

  • Defendant Releasees means each and all Defendants, Defendants’ Counsel, and their respective Related Persons.

  • Notice of Claim has the meaning set forth in Section 9.3.

  • Claims means claims, suits, actions, arbitrations, demands, proceedings, fines, penalties, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs), including those based on the injury to or death of any person or damage to property.

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

  • Released Defendant 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, counterclaims, offsets, issues, and controversies of any kind, nature, or description whatsoever, whether accrued or unaccrued, disclosed or undisclosed, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, whether based on state, local, federal, statutory, regulatory, common, or other law or rule, including known claims and Unknown Claims, which any Defendant ever had, now has, or may have against any of the Plaintiff Released Persons and/or the Released SLC Persons that arise out of, are based upon, or relate to the institution, prosecution, or settlement of the claims asserted in the Action. For the avoidance of doubt, the Released Defendant Claims shall not include any claims to enforce this Stipulation or the Settlement.

  • Unknown Claims means any Released Plaintiffs’ Claims which any Lead Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her or its favor at the time of the release of such claims, and any Released Defendants’ Claims which any Defendant or any other Defendants’ Releasee does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, which, if known by him, her or it, might have affected his, her or its decision(s) with respect to this Settlement. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, Lead Plaintiffs and Defendants shall expressly waive, and each of the other Settlement Class Members and each of the other Defendants’ Releasees shall be deemed to have waived, and by operation of the Judgment or the Alternate Judgment, if applicable, shall have expressly waived, any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code §1542, which provides:

  • Notification of Claim means the process of intimating a claim to the insurer or TPA through any of the recognized modes of communication.

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

  • Released Plaintiff s Claims” means all 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 of the 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 claims asserted in the Miller Action, but do not include claims based on conduct of Defendants’ Releasees after the Effective Date.

  • 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.

  • Waiver and Release means the Waiver and Release attached hereto as Exhibit A.

  • Defense Costs has the meaning set forth in Section 13.

  • Defense Expenses means reasonable and necessary fees, costs, charges or expenses resulting from the investigation, defense or appeal of a Claim or a Proceeding. Defense Expenses do not include: (a) amounts incurred prior to the date a Claim is first made, or aProceeding is first brought, and reported to the Insurer; (b) compensation or benefits of any natural person Insured or any overhead expenses of any Insured organization; (c) fines or penalties; or (d) any costs, fees or expenses to comply with a determination or decision made by a regulatory body, licensing board, agency or other organization in a Proceeding.

  • Defense Counsel means Xxxxxx, Xxxxx & Xxxxxxx LLP.

  • Plaintiffs means the Class Representatives and the Class Members.

  • Competent and reliable scientific evidence means tests, analyses, research, studies, or other evidence based on the expertise of professionals in the relevant area, that has been conducted and evaluated in an objective manner by persons qualified to do so, using procedures generally accepted in the profession to yield accurate and reliable results.